Annual Report Provided
Restaurant Brands New Zealand Limited
Annual Report 2018
Reaching
new heights
Restaurant Brands New Zealand Limited operates the KFC, Pizza Hut, Carl’s Jr. and Starbucks Coffee brands in New Zealand, the KFC brand in
Australia and the Taco Bell and Pizza Hut brands in Hawaii, Saipan and Guam. These brands - five of the world’s most famous - are distinguished
for their product, ambiance, service and for the total experience they deliver to their customers in New Zealand and around the world.
29 Operations reports
30 New Zealand
34 Australia
36 Hawaii
38 Board of Directors
40 Corporate social responsibility
44 Consolidated income statement
45 Non-GAAP financial measures
46 Financial statements 2018
79 Independent auditor’s report
84 Shareholder information
86 Statutory information
89 Statement of
corporate governance
97 Corporate directory
97 Financial calendar
Contents—
03
Reaching new heights
06
Financial highlights
08
Year in review
10
Chairman’s and Group
Chief Executive Officer’s report
to shareholders
20
Doing it different.
Doing it better.
25
Q&A with the Group
Chief Executive Officer
Russel Creedy
Restaurant Brands New Zealand LimitedAnnual Report 20180203
We are moving the business up to a
whole new level and making great progress
in our growth strategy to become a ‘billion
dollar enterprise’.
After just one full year operating as a
multi-brand, international company we are
already achieving substantial and sustainable
shifts in revenues and profitability.
For the first time, we report on the
Group’s performance market by market –
New Zealand, Australia and Hawaii. And with
each doing extremely well, these are truly
uplifting times for Restaurant Brands.
Reaching
new heights
Restaurant Brands New Zealand LimitedAnnual Report 20180405
Total Group salesTot a l s tore sNPAT
(Excluding non-trading items)
Total assets
Up from $497.2mUp from 212Up from $30.6mUp from $302.4m
$
740.8m314
$
40.4m
$
452.4m
Key year on year growth—
Restaurant Brands New Zealand LimitedAnnual Report 20180607
All figures in $NZ millions unless stated20142015201620172018
Financial performance
Sales*
KFC241. 5265.0282.5 296.5 319.6
Pizza Hut 48.448.444.9 40.5 41.1
Starbucks Coffee25.026 .126.8 26.7 25.8
Carl's Jr.14 . 32 0 .133.4 36.3 34.9
Total New Zealand sales329.3359.5387.6 400.0 421.4
KFC ––– 97. 2 151.8
Total Australia sales––– 97. 2 151.8
Taco Bell––– – 95.5
Pizza Hut ––– – 72.0
Total Hawaii sales – – – – 167. 5
Total Group sales329.3359.5387.6 497. 2 740. 8
Concept EBITDA before G&A*
KFC44.550.857. 2 61.4 66.0
Pizza Hut5.56.44.9 4 .1 3.1
Starbucks Coffee3.54.34.4 4.8 4.8
Carl's Jr.-0.20.4 1.0 2.0
Total concept EBITDA New Zealand53.561.566.9 71.2 75.8
KFC ––– 15 .0 22.0
Total concept EBITDA Australia––– 15.0 22.0
Taco Bell––– – 19.4
Pizza Hut––– – 4.7
Total concept EBITDA Hawaii – – – – 24.1
Total concept EBITDA 53.5 61.5 66.9 86.2 121.9
EBIT28.233.434 .1 39.4 57. 8
NPAT (reported)20.023.824 .1 26.0 35.5
NPAT (excluding non-trading items)18 . 922.524.2 30.6 40.4
Financial position/cash flow
Share capital26.826.826.8 14 3 . 4 148 . 5
Total equity64.771. 275.6 192.1 201.6
Tot al a s set s108 . 314 4 . 6139. 8 302.4 452.4
Operating cash flows32.236.544.3 47. 9 67. 8
Shares
Shares on issue (year end)97,871,09097,871,09097,871,090122, 8 4 3 ,191123,629,343
Number of shareholders (year end)6 ,1126 ,0196 ,0186,2947,0 05
Basic earnings per share (full year reported)20.4c24.3c24.6c24 .1c28.8c
Ordinary dividend per share16 . 5c19.0c21.0c23.0c28.0c
Other
Number of stores (year end)
KFC9091919294
Pizza Hut 5146393536
Starbucks Coffee2726252422
Carl's Jr.818181919
Total stores – New Zealand176181173170171
KFC –––4261
Total stores – Australia–––4261
Taco Bell––––37
Pizza Hut––––45
Total stores – Hawaii – – – –82
Total stores176181173212314
Employees (partners) – New Zealand3,6913 , 9123,3633,4223,596
Employees (partners) – Australia–––2,3543,275
Employees (partners) – Hawaii––––2 ,185
Total employees (partners)3,6913 ,9123,3635,7769,056
* Sales and store EBITDA for each of the concepts may not aggregate to the total due to rounding.
Financial highlights—Historical summary
Year in review—
Restaurant Brands New Zealand LimitedAnnual Report 20180809
Total Group sales
of $740.8 million up 49.0%, with the bulk of this
$243.6 million increase attributable to the PIR
acquisition in Hawaii and the full year impact of the
Australian operations which were acquired during FY17.
Total concept EBITDA
of $121.9 million, up 41.5% or $35.7 million with
$24.1 million of the increase resulting from the
PIR acquisition, with the Australian KFC business
accounting for a further $7.0 million and the
New Zealand businesses driving the remaining
$4.6 million.
NPAT (reported)
at a new high of $35.5 million, up +36.6%.
NPAT (excluding non-trading items)
also reached a record high of $40.4 million,
up +32.0%.
Successful completion
of the 82 store Pacific Island Restaurants Inc. (PIR)
acquisition in Hawaii in March 2017 and a further 18
KFC stores acquired in Australia during the period.
A record final dividend
of NZ18.0 cents per ordinary share, up +33.3%.
This makes a full year dividend of 28.0 cents
(up 22% on the previous year).
329.3
359.5
3 8 7. 6
4 9 7. 2
740.8
1415161718
Total Group sales ($NZm)
53.5
61.5
66.9
86.2
121.9
1415161718
Total concept EBITDA ($NZm)
20.0
23.8
24.1
26.0
35.5
1415161718
NPAT (reported) ($NZm)
108.3
144.6
139.8
302.4
452.4
1415161718
Total assets ($NZm)
Annual Report 201811
Chairman’s and
Group Chief
Executive
Officer’s
report to
shareholders
2018
$NZm
2017
$NZm
Change
$NZm
Change
%
Total Group sales
740. 8
497.2+243.6+49.0
NPAT (reported)
35.5
26.0+9.5+36.6
NPAT (excluding non-trading items)
40.4
30.6+9.8+32.0
Full year dividend (cps)
28.0
23.0+5.0+21.7
Note: Results are for the 52 weeks ended 26 February 2018.
+
49.0
%
+
32.0
%
Total Group sales
NPAT
(excluding non-trading items)
Integration of the recently acquired Australian stores and the
Hawaiian business into the wider Restaurant Brands Group
has been relatively seamless with local management aligned
with and actively pursuing the company’s growth strategies in
each of their individual markets.
The company’s recent acquisitions are delivering additional
diversification with nearly half of FY18 Group sales now
generated offshore. Pleasingly, this expansion growth
has been accomplished whilst also continuing to achieve
significant sales and earnings growth in the New Zealand
market and from existing stores in Australia.
Restaurant Brands has produced a net profit after tax
(NPAT) for the period ended 26 February 2018 (FY18)
of $35.5 million, up 36.6% on the reported NPAT of
$26.0 million for the prior year.
After allowing for the impact of non-trading items, the
underlying NPAT was $40.4 million, up $9.8 million or
+32.0% on prior year. This sets a new record level of
profitability for the company. More importantly however, the
growth is not only coming out of new acquisitions, but existing
operations are also delivering solid results.
Total sales for the Group were a record $740.8 million, up
$243.6 million or +49.0% on FY17 with the benefit of
$167.5 million in additional sales generated from PIR in Hawaii
from 7 March 2017. KFC operations in Australia delivered a
strong performance with sales up $54.7 million, from both
organic growth and the acquisition of 18 stores during the
year. The New Zealand business also delivered record sales
of $421.4 million, up 5.4%. Other revenue (primarily sales
to independent franchisees) totalled $25.5 million, bringing
total operating revenue to $766.3 million, up $248.7 million
on prior year.
Overview
The past year has seen the successful execution of
Restaurant Brands’ major growth strategies as the
company continued to expand its global reach through
the acquisition of additional KFC stores in Australia
and the settlement of the Hawaiian acquisition. That
initiative not only added a new geography, but also a
new brand with 37 Taco Bell stores (together with 45
Pizza Huts) being brought into the Restaurant Brands’
network. The continued expansion into the Australian
market with the acquisition of an additional 18 KFC
stores in New South Wales brought total store numbers
there to 61.
Ted van Arkel
Chairman
Russel Creedy
Group Chief Executive Officer
Group
operating
results
Restaurant Brands New Zealand Limited10
Restaurant Brands New Zealand LimitedAnnual Report 20181213
With recent acquisitions and strong organic growth our sales
have nearly doubled over the past two years and we are
well on the way to achieving our stated target of $1 billion in
annual revenues.
Total concept EBITDA of $121.9 million was up $35.7 million
or +41.5% on prior year, with a $24.1 million contribution
from the newly acquired Hawaiian operations.
Restaurant Brands’ store numbers now total 314, comprising
171 in New Zealand, 82 in Hawaii and 61 in Australia.
New Zealand operating revenue was $446.8 million, up
$26.4 million or +6.3% on FY17.
Total store sales were $421.4 million, an increase of
$21.4 million or +5.4% on last year, delivering EBITDA of
$75.8 million, a $4.6 million or +6.5% increase on FY17.
This was largely as a result of the continued strong
performance of the KFC business.
New Zealand operations produced earnings before interest
and tax (EBIT) (before non-trading items) of $44.7 million,
up 18.6% on the prior year.
KFC New Zealand
KFC New Zealand continues to be a key driver of overall
performance and this brand has had another excellent year.
Sales were up 7.8% to $319.6 million, with same store sales
up 6.2%. Successful product promotions and the introduction
of a delivery service in selected stores contributed to this
strong sales performance.
Despite some input cost pressures, margins remained strong,
with an EBITDA margin of 20.6% of sales being delivered in
the period. In dollar terms, EBITDA totalled $66.0 million, up
7.4% on last year’s result.
KFC in New Zealand reached a new milestone of 100 total
network stores with company-owned store numbers
increasing by two to a total of 94.
The brand opened a new format store in Fort Street, Auckland
in September. This new concept store design was customised
for a central city environment with no drive-through facility.
It has significantly outperformed expectations and is likely to
be the prototype for a number of similar central city stores
in both New Zealand and Australia. The other store opening
during the year was at Christchurch Airport and this is also
performing above expectations.
New Zealand
operations
2018
$NZm
2017
$NZm
Change
$NZm
Change
%
Network sales
339.4
314. 9+24.5+7.8
Network store numbers
100
98
RBD sales
319.6
296.5+23 .1+7.8
RBD store numbers
94
92
RBD EBITDA
66.0
61.4+4.6+7.4
EBITDA as a % of sales
20.6
20.7
2018
$NZm
2017
$NZm
Change
$NZm
Change
%
Network sales
100.7
91.6+9 .1+10 . 0
Network store numbers
97
93
RBD sales
41.1
40.5+0.6+1. 5
RBD store numbers
36
35
RBD EBITDA
3.1
4 .1-1.0-24.6
EBITDA as a % of sales
7. 4
10.0
Pizza Hut New Zealand
Transformation of the Pizza Hut network in New Zealand
to a master franchise model continues on plan.
The commencement of an aggressive new store build
programme during the year has progressed the expansion
of the independent franchisee network.
This continued growth saw total brand sales climb
to $100.7 million for FY18, up $9.1 million or +10.0% on
prior year.
During the period three new company stores were opened in
Tamatea, Glenfield and Te Ngae and one new franchisee store
opened in Howick. The company sold two existing stores to
independent franchisees. The number of company owned
stores therefore increased by one to 36 while the number of
independent franchisee stores has increased to 61, bringing
the total Pizza Hut network to 97 stores.
For company owned stores, sales were up $0.6 million to
$41.1 million, with same store sales up 8.1%.
Restaurant Brands’ Pizza Hut store earnings were $3.1 million
(7.4% of sales), down $1.0 million or 24.6% on last year,
reflecting some margin pressures, particularly in relation to
increased labour rates and ingredient costs.
Starbucks Coffee New Zealand
The company’s smallest brand, Starbucks Coffee, produced
another consistent result.
Total sales were down marginally on FY17 to $25.8 million,
reflecting the reduced store network of 22 stores, following
the closure of the Newmarket and Botany stores in Auckland
as a result of leases not being renewed because of landlord
re-developments. Same store sales were positive at +6.3%.
Margins improved slightly with continuing sales leverage
and store efficiencies. The brand achieved an EBITDA of
$4.8 million (18.6% of sales), up slightly on FY17 despite the
reduced number of stores.
+
6.2
%
Same store sales up
+
6.3
%
Same store sales
2018
$NZm
2017
$NZm
Change
$NZm
Change
%
Sales
25.8
26.7-0.9-3.3
Store numbers
22
24
EBITDA
4.8
4.8+0.0+1.1
EBITDA as a % of sales
18.6
17.8
Note: All Starbucks Coffee stores are RBD owned
+
10.0
%
Total Pizza Hut
network sales
Restaurant Brands New Zealand LimitedAnnual Report 20181415
Carl’s Jr. New Zealand
Progress continues to be made in building Carl’s Jr. into a
profitable, sustainable brand in New Zealand; the focus for
FY18 being on generating more profitable sales, rather than
driving volume through discounting and promotional activity.
As a result of these efforts, EBITDA was $2.0 million (5.7% of
sales), an increase of $1.0 million or just over double that in
the prior year.
Store numbers remained stable at 19 stores and sales
were down 3.9% (-2.6% on a same store basis), as a result
of rolling over FY17 sales promotion activity as well as the
opening of two new stores in Christchurch in that year.
In New Zealand Dollar ($NZ) terms, the Australian
business (operating the KFC brand) contributed total sales of
$NZ151.8 million, store EBITDA of $NZ22.0 million and EBIT
of $NZ9.8 million. These results were significantly up on the
prior year, primarily due to the fact that FY18 represented a
full year’s trading for QSR Pty Limited which was acquired
only part way through the FY17 year, together with the impact
of further subsequent acquisitions over the FY18 year.
KFC Australia
In Australian Dollar ($A) terms, total sales for the KFC
business in Australia were $A139.5 million, up $A47.1 million
(or +50.9%) on last year, same store sales also increased
+4.9%. Store EBITDA of $A20.2 million (14.5% of sales) was
up $A6.0 million or +42.1% on last year.
A major part of the Australian market expansion strategy is
growth by acquisition. Over the FY18 year Restaurant Brands
acquired the business assets of 18 KFC stores in New South
Wales at a total price of $A46.5 million. Five stores were
acquired in March 2017 and the remainder were acquired
between October 2017 and January 2018. With the
successful completion of these transactions, together with
the opening of one new store early in the third quarter, the
company-owned KFC store network in Australia grew from
42 to 61 stores at balance date.
2018
$NZm
2017
$NZm
Change
$NZm
Change
%
Sales
34.9
36.3-1.4-3.9
Store numbers
19
19
EBITDA
2.0
1.0+1. 0+10 5 . 7
EBITDA as a % of sales
5.7
2.7
Note: All Carl’s Jr. stores are RBD owned
2018
$Am
2017
$Am
Change
$Am
Change
%
Sales139.592.5+47.1+50.9
Store numbers 6142
EBITDA 20.214. 2+6.0+42.1
EBITDA as a % of sales14.515.4
2018
$USm
2017
$USm
Change
$USm
Change
%
Sales
68.3
–+68.3n/a
Store numbers
37
–
EBITDA
13 .9
–+13 . 9 n/a
EBITDA as a % of sales
20.3
–
Australia
operations
RBD acquired Pacific Island Restaurants in Hawaii effective
7 March 2017 and the reported trading results are from
that date.
The Hawaiian business (which also includes operations
in Guam and Saipan) operates 82 stores under the Taco Bell
and Pizza Hut brands.
In New Zealand Dollar ($NZ) terms, the newly-acquired
Hawaiian operations contributed $NZ167.5 million in
revenues, $NZ24.1 million in concept EBITDA and an EBIT
of $NZ9.7 million since acquisition.
Total sales in Hawaii in the period since acquisition were
$US119.8 million with store level EBITDA of $US17.2 million.
Taco Bell performed ahead of expectations at the time of
purchase with Pizza Hut running slightly below expectations.
Taco Bell Hawaii
Taco Bell is a new brand for the company and is performing
very well with total sales to date of $US68.3 million and
concept EBITDA of $US13.9 million (20.3% of sales).
A strong promotional pipeline has helped drive a solid
sales performance.
Restaurant Brands has embarked on a store rebuild and
refurbishment strategy for these stores following the same
successful programme undertaken for the KFC business in
New Zealand. The one store that has been transformed to
date has delivered same store sales growth of +60%, with a
further three stores scheduled for major refurbishment over
the next 18 months.
Pizza Hut Hawaii
The Pizza Hut business in Hawaii has integrated well into the
Group’s operations.
Total sales were $US51.5 million with concept EBITDA of
$US3.3 million (6.5% of sales). There has been some margin
pressure from participating in US-wide value-led marketing
promotions together with some higher commodity costs and
rising direct labour expense.
As with Taco Bell, an asset refurbishment programme is
planned for the Pizza Hut brand. This will see a move away
from the larger style restaurants into smaller, more cost-
effective delivery and carry out (delco) units. One new delco
unit was opened at Pearl City in Honolulu just after balance
date and this is trading ahead of expectations.
Hawaii
operations
+
105.7
%
EBITDA
2018
$USm
2017
$USm
Change
$USm
Change
%
Sales
51.5
–+51. 5n/a
Store numbers
45
–
EBITDA
3.3
–+3.3n/a
EBITDA as a % of sales
6.5
–
+
50.9
%
Total sales up
$US
68.3m
Total sales to date
$US
51. 5 m
Total sales to date
Restaurant Brands New Zealand LimitedAnnual Report 20181617
General and administration (G&A) costs were $34.1 million,
up $13.7 million from last year. The increase in the G&A cost
base was due to the Hawaiian acquisition ($7.5 million), the
full impact of Australian operations (purchased part way
through FY17 ($1.2 million)), and the new corporate structure
established during the period to meet the demands arising
from the changes in size and geography of the Group’s
operations. G&A as a % of total revenue was 4.4%, up from
3.9% in the FY17 year. We remain focussed on controlling our
above store costs and expect G&A as a % of sales to reduce
to below 4% in the coming year.
Depreciation charges of $28.7 million for FY18 were
$6.5 million higher than the prior year, of which the Hawaiian
business accounted for $5.9 million.
Financing costs of $5.6 million were up $3.3 million on prior
year reflecting the higher borrowings required to fund the
Hawaiian and Australian acquisitions.
Tax expense was $16.7 million, up $5.6 million on the prior
year due to higher reported profit levels. The effective tax
rate of 32.0% reflects the increased proportion of profits
that were generated off-shore, and the (one off) impact of
non-trading items, with the average tax rate on earnings
(excluding non-trading items) at 29.1%.
Non-trading expenditure for the year was $4.8 million,
a similar level to the prior year. The FY18 figure included
transaction costs on the PIR acquisition and acquisitions in
Australia, listing fees and legal costs relating to the listing
of the company on the Australian Securities Exchange (ASX)
and an impairment (primarily to goodwill) to Carl’s Jr. carrying
value in New Zealand. These costs were partially offset by
a realised FX gain arising from the forward contracts used in
the PIR Hawaiian acquisition and a gain on sale of assets
in relation to the sale of New Zealand Pizza Hut businesses
to independent franchisees and the sale and leaseback of
a KFC store.
The composition of the Group’s balance sheet has been
impacted by two significant transactions over the year; the
completion of the acquisition of PIR in Hawaii on 7 March
2017, together with the significant additional Australian
KFC store acquisitions. These transactions, for a total
purchase price of $NZ149.9 million and $NZ51.2 million
respectively (before settlement adjustments), were funded
primarily through cash raised from the issue of shares by a
renounceable entitlement offer and private placement carried
out in FY17, together with additional debt facilities.
Bank debt at the end of the year was consequently up to
$166.8 million compared to $46.5 million at the previous
year end. As at balance date, the Group had bank debt
facilities totalling $253 million in place. We maintain excellent
relationships with our bankers who are all strongly supportive
of our growth aspirations.
Operating cash flows were up $19.9 million to $67.8 million
reflecting the Group’s increased profitability.
Net investing cash outflows at $173.3 million (versus
$79.0 million last year) primarily reflected the impact of the
Hawaii and Australian acquisitions with a cash impact of
$147.5 million (net of bank loans assumed as part of the
transaction). Investing cash inflows for the period were due
to $3.8 million received from the sale of two Pizza Hut stores
and the sale and leaseback of a KFC store.
Corporate
and other
Dividend
Non-trading
items
Cash flow
and balance
sheet
The board continues to have considerable confidence in
the company’s ability to grow both profit and cash flow and
wishes to reward shareholders for what has been a very good
year for Restaurant Brands.
Directors have therefore declared a fully imputed final
dividend of NZ18.0 cents per ordinary share (prior year
NZ13.5 cents), payable on 22 June 2018 to all shareholders
on the register on 1 June 2018. A supplementary dividend
of NZ3.17645 cents per share will be paid to all overseas
shareholders at the same time.
The dividend reinvestment plan will apply to this dividend.
For those participating in the plan, shares will be issued in
lieu of dividend at a discount of 1.5% to the pre-closing
7-day NZX volume-weighted-average price (VWAP).
The company continues to see strong shareholder support
for its expansion with more than 40% of shares on issue
participating in the dividend reinvestment plan.
In September 2017 Restaurant Brands dual-listed on the
Australian Securities Exchange (ASX) under the ticker code
RBD. This listing has allowed the Company to better engage
with its Australian and other international investors and take
the opportunity to access additional pools of capital that may
be required as part of future acquisition strategies.
As the company expands into overseas geographies, we
become increasingly aware of the importance of delivering
not only strong financial results, but also meeting our
responsibilities as a good corporate citizen and responding
to the needs of all stakeholders.
We have enhanced our corporate governance processes and
are fully compliant with best practice guidelines. We are also
focussing strongly on social responsibility outcomes with
particular emphasis on employee satisfaction and safety and
community support.
Restaurant Brands continues to operate with a small board
of only five directors, which we believe encourages a more
nimble and effective decision-making process. Although
we have a small board the directors bring a wide range of
skills and experience to its deliberations and directors work
well together.
With pending retirements and an increasing need to widen
the board’s capabilities as we look to further overseas
expansion, we will be looking to recruit at least one additional
director over the coming months.
Listing on
the ASX
Non-financial
outcomes
Board
“ The board continues to have considerable
confidence in the company’s ability to grow
both profit and cash flow and wishes to
reward shareholders for what has been a
very good year for Restaurant Brands.”
Restaurant Brands New Zealand LimitedAnnual Report 20181819
We announced last year a new management structure to
better allow Restaurant Brands to manage the business
across the growing geographical locations. This structure has
now been in place for a year and is working effectively with
each geographical location being ably led by their divisional
CEO and senior management teams. A small corporate team
has also been established and is working well to support the
Group CEO and Group CFO.
With the Hawaiian acquisition and the continued expansion in
Australia, Restaurant Brands now has over 9,000 employees.
Those employees deliver a great service and product with
over 125,000 transactions every day. We appreciate the
passion and dedication put in by our staff at all levels in
bringing these services and products to our customers.
Restaurant Brands rewards its staff for excellent performance
with a number of short term incentive schemes in place. In
August 2017 the board announced a long term incentive
scheme for senior management which is triggered when
the company’s share price reaches $10 a share, aligning
management and shareholder objectives.
The full effects of two major acquisitions is evident in this
year’s financial results with sales almost doubling over
the last two years and NPAT (excluding non-trading items)
increasing from $24.2 million to $40.4 million over the two
year period. The new management team structure established
has created a strong leadership platform from which
Restaurant Brands is well-positioned to pursue further
international growth opportunities.
From a sound, established position in both the Australian
and US (Hawaii) markets the company now has significant
scope to expand further in both these geographies through
acquisition, store refurbishments and organic growth. At
the same time, organic growth opportunities within the
New Zealand business will be pursued.
The company is not anticipating any significant change in the
economic and competitive environment or unusual costs in the
new financial year. With a consistent performance from the
existing store network and the full year effect of the additional
stores acquired in Australia in the second half of the 2018
financial year, directors expect the company will deliver a NPAT
(excluding non-trading items) result for the new financial year
of at least 10% above current year’s results.
We thank you, our shareholders, for your continued support as
the company has dramatically grown over the past year. We
look forward to seeing a number of you at our forthcoming
Annual Shareholders’ Meeting which will be held in Wellington,
New Zealand on Thursday 21 June 2018.
Outlook
Conclusion
Company staff
and structure
Ted van Arkel
Chairman
Russel Creedy
Group CEO
“ The full effects of two major
acquisitions is evident in this
year’s financial results with
sales almost doubling over
the last two years and NPAT
(excluding non-trading items)
increasing from $24.2 million
to $40.4 million over the two
year period.”
Annual Report 201821Restaurant Brands New Zealand Limited20
Innovation is a much-used word largely
associated with the technology revolution
of the past 15 years. But a company doesn’t
have to be in the technology industry to be
innovative. In a constantly changing world,
all businesses must constantly reinvent their
processes, products and services if they
are to maintain their competitive edge and
stay relevant.
These days our customers are spoilt
for choice, so staying relevant through
innovation and creative thinking is something
that Restaurant Brands takes very seriously.
As a franchisee we are required to conform to
prescribed processes, promotions and products
laid down by our franchisors as a condition
of keeping our franchise agreements. Within
these parameters however, Restaurant Brands
is constantly looking for opportunities to build
on these brand foundations in new and exciting
ways. Our brands must continue to surprise
and delight their customers every day with the
best QSR experiences.
Here we review some of the more recent
exciting innovations that successfully make a
big difference to our customers and, therefore,
our business.
Doing it different.
Doing it better.
Annual Report 201823Restaurant Brands New Zealand Limited22
A new urban designed
KFC in Auckland
A new KFC restaurant that is
enjoying significant success can
be found in the cool side streets of
Auckland’s CBD. It’s KFC’s first foray
into the ‘fast casual dining’ space, and
with Fort Street being predominantly
pedestrianised, the restaurant relies
almost totally on passing foot traffic.
The location and its surrounding
architecture, together with the
younger urban audience presented an
opportunity to explore a very different
design from the typical suburban KFC
drive-thru.
For starters, KFC Fort Street offers
customers the ‘fast casual’ option
of table service – as yet untried in a
KFC. The entrance-way also features
new purpose-built digital kiosks for
customers to order and pay for their
meal without needing to queue up at
the counter.
The design of the store balances an
adventurous and innovative presentation
of some of KFC’s less familiar brand
elements – the Colonel’s signature
in neon, a full scale mural of the man
himself, plus an oversized wall-hung
bow-tie – with a sensitivity and respect
for the heritage character of the
immediate neighbourhood.
The success of Fort Street is
extremely encouraging, and we are
currently exploring similar innovative
approaches in Wellington and
Christchurch and further afield with
our Australian KFC business.
Easy-to-read outdoor
digital menu boards
We have been delighted to
partner with a young Kiwi company in
developing weatherproof, non-glare
digital menu boards and retro-fitting
them to KFC drive-thrus. They ensure
customers can easily view a consistently
clear menu with high-definition imagery,
whatever the weather.
A trial and error exercise worked
to refine the technology that has since
attracted the attention of KFC’s brand
owner, Yum! who is now looking forward
to rolling out the technology in Australia
and the US through our partner,
Fingermark.
A highly engaging
Super Rugby experience
KFC’s consumer relationship-building
and engagement got a monster boost
last year with its tremendously popular
For the Fans campaign. We captured
the Super Rugby spirit with a bespoke
mini ‘grandstand’ with seating that
we built out of a converted shipping
container. The container was taken to
a game of each of the Super Rugby
teams and opened up on the sidelines
where consumers could win the chance
to sit in the best seat in the house.
Additionally, KFC buckets designed with
team colours provided ‘appropriate’
headgear for all the supporters.
The success of the For the Fans
campaign was a result of combining
innovative and creative thinking with our
already deep understanding of KFC’s
audience, which created a relevant and
engaging experience for our customers.
Finger lickin’ imagination
goes international
Crazy but true. KFC New Zealand
caught international news headlines
and consumer imagination with
some of its more ‘out there’ ideas.
Boundless creative thinking gave rise
to the Finger Lickin’ Goods campaign
which produced initiatives such as
KFC Mother’s Day chicken-flavoured
chocolates (why not?), KFC Christmas
decorations, and Valentine’s Day KFC
chicken-themed charm bracelets.
The brand stayed top of mind
throughout peak sales periods as social
media channels buzzed and news
stories reached more than 400 million
people in New Zealand and around
the world.
Annual Report 201825Restaurant Brands New Zealand Limited24
Doing the double
KFC’s hugely popular, limited-time-
only Double Down turned out again in
2017, and just as sales were expected
to tail off in the promotion’s final week,
we introduced the Bacon Lovers
Double Down to give things a last
week extra kick. Special Bacon Lovers
vouchers and custom commemorative
pins were distributed to coincide with
the much celebrated National Fried
Chicken Day (yes it’s true – 6th July in
the USA, where else).
The runaway success of this
campaign hinged on the highly targeted
marketing through Facebook and email
campaigns, where we were able to talk
directly to our customers.
And if a Double Down wasn’t your
thing, we brought out New Zealand’s
first ever Kentucky Angus Burger
– an Original Recipe Chicken fillet
stacked with a 100% Angus Beef patty
coated in the Colonel’s secret recipe.
Deliciously innovative.
Personalised advertising
brings results
Marketing creativity surged again
last year to introduce Pizza Hut’s
new menu. We used YouTube’s new
Director Mix app to cost-effectively
target video content to highly specified
Pizza Hut audience groups based on
their Google habits. Pizza Hut broadcast
the videos across TrueView – YouTube’s
skippable ads facility – to continually
optimise its new messaging by targeting
relevant audiences contextually and
behaviourally.
The campaign was deemed a major
success by Google who acknowledged
it at Advertising Week in New York.
We’re all about
the pizza
To promote the launch of
Pizza Hut’s new brand positioning
platform, We’re all about the pizza,
Pizza Hut’s creative agency, Ogilvy NZ,
produced an integrated TV/online
video that could be viewed on both
broadcast television and the internet.
The 30 second television commercial
included a ‘sped-up segment’ that could
be viewed on the internet in normal
speed to provide more engaging, longer
form digital content.
That’s one way to get more bang for
your conventional 30 second television
ad slot.
International innovation
Being an international business –
following our recent acquisitions in
Australia and Hawaii – we recognise
the power that innovative and creative
thinking has to transform our operations
wherever we do business. Granted our
creativity tends to thrive where we are
able to exercise the most control, but
we remain focused on encouraging and
applying new thinking to all aspects of
our new and expanded business.
In Hawaii, for example, where
our Pizza Hut and Taco Bell stores
are closely aligned to the US
run programmes (for operational
efficiencies), we have run successful
loyalty and voucher promotions. These
include a special re-run of the Taco Bell
Kalua Pork range, Pizza Hut/Taco Bell
joint initiative ‘lei gift’ graduation
promotion, as well as local community
initiatives such as the ‘Big Book’ literacy
programme.
Meanwhile in New South Wales,
KFCs are trialling home delivery –
where initial results are very promising
– digital kiosks (similar to Fort Street),
online ordering, and digital front
counter menu boards to optimise
menu efficiency across the different
times of the day. In addition, we have
implemented VentSmart technology to
help reduce our electricity consumption
and carbon footprint.
First in the industry with
employee innovation
Restaurant Brands is proud to be the
first in the industry here in New Zealand
to move away from casual labour
arrangements to structured employment
contracts. Guaranteed minimum
shifts specify fixed hours to give our
employees the certainty they deserve
and put confidence into our employee
relationships. The move has since been
supported by new sophisticated shift
scheduling software making it easier for
store managers to manage the new shift
arrangements efficiently – making it a
good move all round.
These examples are just a taste of
the innovation we continually strive for.
While innovation is more associated with
technology businesses, the real strides
forward come, as ever, from how we
use technology. This is where creativity
and the continuous challenge to ‘do it
different and do it better’ comes into play
– something that is a key ongoing part
of how we work across all our brands
and businesses. ‘Watch this space’, as
innovative companies like to say.
“ We’re proud to be the first in the industry here in
New Zealand to move away from casual labour
arrangements to structured employment contracts.
Guaranteed minimum shifts specify fixed hours to
give our employees the certainty they deserve.”
Q&A with
Group Chief
Executive Officer
Russel Creedy
Restaurant Brands’ transition to a new
international group structure has meant a change
of focus for the Group’s CEO, Russel Creedy.
No longer purely heading up a New Zealand
business, he is now actively involved in building
the business in Australia and Hawaii.
Here, Russel discusses the company’s
trajectory over the past several years and the
strategic drivers that will take Restaurant Brands
to yet higher levels of success.
Restaurant Brands New Zealand LimitedAnnual Report 20182627
Restaurant Brands has
seen explosive growth in
recent times. What sparked
that growth?
For a number of years
Restaurant Brands had delivered a
consistent profit and dividend flow
from its New Zealand business. We had
domestic growth strategies in place
that targeted a gradual increase with
average annual sales over the previous
few years of $300-350 million and
an operating profit of $18-20 million.
The share price had been sitting in the
$2.00-4.00 range with a consequent
market capitalisation of between
$200-$400 million.
At a board strategic planning
meeting with senior management in
2016, we were challenged to break
out of this paradigm and transform
Restaurant Brands into a “billion dollar
company” in terms of both revenues
and market capitalisation.
So how did you take
up the challenge?
The first question we faced was how
to achieve this in a relatively short time
frame. The answer was that it had to be
by acquisition. Current store by store
build strategies would not deliver the
major growth envisioned in the board’s
challenge. Grant Ellis (Group CFO) and
I scanned the New Zealand market for
potential acquisition targets that had
sufficient scale and didn’t breach our
exclusivity agreements with existing
brands. We concluded that the best
viable alternative was to look at
offshore expansion.
That presents a very large
range of options – how do
you narrow them down?
Yes, an offshore expansion strategy
does open up a very large number
of options. We therefore needed to
develop criteria that generated a more
targeted range of potential acquisitions.
In doing this we established three
fundamental principles:
• Firstly, any acquisition needed to be
in a region or geography that we felt
confident our operating experience
and capability would result in success.
Essentially this meant that there had
to be an established infrastructure
and familiar operating environment
(no green-fields).
• Secondly, the target had to be a
franchisee for a brand we either
currently operated or were sufficiently
familiar with to be able to apply our
existing knowledge. It also needed
to be a world-leading brand in terms
of absolute size and consumer
recognition.
• Finally, the acquisition had to be
of sufficient size that it was able
to operate on a standalone basis
in the first instance, and provide a
beachhead for further acquisitions
or network growth in that region.
Where did that process
take you in terms of
offshore opportunities?
Once the evaluation criteria had
been agreed, we first began looking
across the Tasman for opportunities
in Australia. We soon received word
of the QSR Pty Limited opportunity
– a 42-store KFC franchisee operating
in New South Wales (the largest
franchisee in that state). This potential
target easily met the criteria and
consequently we negotiated with
Steve Copulos to complete this
acquisition in fairly short order.
The Hawaiian prospect arose quite
unexpectedly as we were still at the
time focussing on the Australian market.
However, Pacific Island Restaurants
(PIR), as the sole franchisee in Hawaii
for both the Taco Bell and Pizza Hut
brands, also easily met our criteria.
Whilst Taco Bell was not a brand we
were currently operating, it is the third
major brand (together with KFC and
Pizza Hut) in the Yum! stable, and we
had been evaluating bringing this brand
to New Zealand previously.
We therefore undertook due
diligence and submitted a bid with
which we were ultimately successful.
So where to from here?
We are still planning on further
aggressive growth, primarily by
acquisition, and are actively looking
at replicating what we’ve achieved in
Australia and Hawaii, into the continental
USA. We’ve identified a number of large
franchisees operating brands we are
already familiar with and which, should
we acquire them, would provide an initial
beachhead for further US expansion.
With respect to our Australian
business, we’ve been acquiring more
KFC stores in New South Wales and
plan to continue this strategy. We
now operate 61 KFC stores, which
is 45% up on the original 42 stores
we purchased as part of the QSR
acquisition less than two years ago.
Our growth strategy also includes
new store builds (which incidentally
generate the highest return on
investment) and we have identified a
number of sites in fast-growing areas of
Sydney and greater New South Wales
that will further boost store numbers.
Meanwhile in Hawaii, we’ve been
concentrating on upgrading and
developing the store network in that
market as neither Taco Bell nor Pizza
Hut stores have had much investment.
We see substantial opportunities to
increase sales by reinvesting in these
stores. In particular, there are some
strong similarities between the Taco Bell
network in Hawaii as it is now, and the
KFC network in New Zealand 12 years
ago. The KFC store transformation
process in New Zealand delivered major
sales growth for that brand and I see
no reason why we shouldn’t achieve a
similar performance with Taco Bell.
The Hawaii Pizza Hut network
reinvestment strategy is primarily
focussed on building new stores in
areas previously not covered by the
network together with closing the bigger
and much more expensive dine-in sites.
We’ll look to replace these with smaller,
much more efficient ‘delivery and carry
out’ stores.
And what of New Zealand?
Whilst our domestic business
represents a relatively smaller part of
the total Restaurant Brands portfolio, it
remains nevertheless a significant part
of our growth strategy.
We see more store growth
opportunities for the KFC brand,
particularly with our new, more compact,
CBD store design. Moving KFC into
CBD locations on the back of the Fort
Street model is one area where there
is certainly room for further network
growth.
Our domestic Pizza Hut strategy
is focussed on moving to a master
franchisee model with many more
independent Pizza Hut operators, all
supported by Restaurant Brands, and
providing the company with a consistent
royalty stream.
What are your key
considerations for
future acquisitions?
Apart from the three key criteria I
mentioned earlier, we place emphasis
on other factors such as the market
itself – for example, levels of
competition and friendliness to business
– and of course financial viability.
We also look carefully at the existing
management capability. Following
acquisition our aim is to generally retain
local management, provide them with
guidance and support, and allow them
to continue to run their businesses.
Clearly, whilst we have considerable
experience and capability in running
our various brands, it is the teams on
the ground in each of our three markets
that have the necessary intimate
market knowledge and understanding
of how the brands best operate in that
environment. We’ve been fortunate
to date with the depth of experience
and capability that the acquired
management teams have brought to
our business.
What are your future plans
for the company?
Having nearly doubled the size of the
business over the past 24 months, we
feel that we have made great progress
towards meeting our “billion dollar
challenge”. With revenues in excess of
$750 million and a market capitalisation
well over $800 million, the building
blocks and capacity for ongoing growth
have been well established.
It is not our intention to simply focus
on consolidating the current acquisitions
and settling back to a more normalised
rate of growth. Whilst we recognise
the need to ensure we are proactively
adding value to both our Australian
and Hawaiian businesses, there remain
some very real and immediate strategic
acquisition opportunities.
We’ll continue to look for further
growth by initiating bold strategies as
these opportunities present themselves.
“ Whilst we recognise the need to
ensure we are proactively adding
value to both our Australian and
Hawaiian businesses, there remain
some very real and immediate
strategic acquisition opportunities.”
Restaurant Brands New Zealand LimitedAnnual Report 20182829
Operations
reports
After a full year of operating as a group
of independently managed international
businesses, we have pleasure reporting
for the first time on our operations by
geographical region.
We believe this will give investors a
clearer overview of the Group’s performance.
Restaurant Brands New Zealand LimitedAnnual Report 20183031
New Zealand
Operations
report—
KFC
New Zealand
KFC produced another record year of sales and
profit performance. A number of successful
product promotions (including burger innovation),
the ongoing benefit of store upgrades and higher
levels of marketing activity all contributed to
driving sales to an all-time high of $319.6 million.
Same store sales growth remained very strong
for the year, finishing up +6.2% (compared with
+3.6% last year).
The brand successfully trialled a customer delivery
service for selected KFC stores, and we expect to
roll out the new service in the new financial year.
Continued sponsorship of the New Zealand Super
Rugby franchises also assisted in growing brand
awareness and improving customer engagement.
Profitability was also up strongly, with EBITDA
increasing by $4.6 million (+7.4% on the prior
year) to $66.0 million. Continued sales leverage and
relatively benign ingredient price pressure assisted
in driving better margins. However, some of these
benefits were offset by higher labour costs as
KFC reinvested in providing staff with more
certainty and stability in their hours which should
help improve customer experience. As a % of
sales, EBITDA was 20.6%, down slightly on last
year’s 20.7%.
As part of the continuing reinvestment in the brand,
13 stores received major upgrades over the year.
Total company-owned stores increased to 94 with
the opening of new stores at Fort Street, Auckland
and Christchurch Airport.
Staff turnover was 70%, up on the previous year’s
67%, partly as a result of changes to rostering
practices with a move to fixed shifts. Going forward,
this will provide more stability and certainty for our
workforce.
Lost time injuries per million hours decreased from
ten in the prior year to five per million in the current
year. There is a continued focus in the business to
reduce injuries in store.
The strong sales and margin performance has
been maintained into the FY19 financial year and
KFC is expected to deliver another solid result. The
brand will continue to reap the benefits of its now
completed transformation programme. Meanwhile,
the company’s reinvestment will continue albeit
at a more measured level. Continued high levels
of marketing expenditure will also assist sales.
Another two new stores are expected to be opened
in the FY19 year.
KFC is the cornerstone of Restaurant Brands’
New Zealand operations and continues to maintain
its current momentum as the new year begins.
Earnings were up strongly, with
EBITDA up $4.6 million or 7.4%
on prior year to $66.0 million.
2,250
94
Staff
Stores
+6 Franchised
241.5
265.0
282.5
296.5
319.6
1415161718
Total sales ($NZm)
44.5
50.8
57.2
61.4
66.0
1415161718
EBITDA ($NZm)
Restaurant Brands New Zealand LimitedAnnual Report 20183233
Starbucks
Coffee
New Zealand
The company’s smallest brand continued to deliver
a good return on investment.
Total sales were down slightly, mainly because of
the closure of two Auckland stores due to lease
expiries and subsequent landlord re-developments.
Same store sales however improved by +6.3%.
Starbucks Coffee also saw another profitable year,
generating an EBITDA of $4.8 million, up 1.1% on
prior year, driven by further strong sales growth and
continuing store efficiencies, despite some labour
pressures. The net result was a slight increase in
EBITDA margin, rising from 17.8% of sales to 18.6%.
Staff turnover saw a decrease this year to 64%
(70% in FY17), despite being affected by the closure
of Newmarket and Botany during the year.
There were no lost time injuries during the period
for the brand. This result will not reduce the focus
on safety as the business aims to maintain this high
safety level.
Same store sales growth is expected to remain
stable this year and profitability at similar levels.
With the expiry of the 20 year franchise agreement
this year, discussions are being held with Starbucks
Coffee International about the future of the brand.
Carl’s Jr.
New Zealand
The Carl’s Jr. business continues to demonstrate
solid improvement in its trading results. As a still
relatively young brand there still remains significant
scope for future improvement.
Total sales decreased to $34.9 million (-3.9%)
with the closure of the store at Otahuhu, Auckland.
However there was also a change in focus this year
towards generating more profitable sales rather than
driving sales through discounting and promotional
activities. As a consequence EBITDA was up 105.7%
to $2.0 million for the year with improving sales mix,
better ingredient prices and improved controls over
store operations. This represented 5.7% of sales
(2.7% in FY17).
Store numbers were unchanged for the year to
close at 19.
Staff turnover was 77%, up on the prior year’s 71%, in
part a reflection of the movement to fixed shifts.
There were no lost time injuries during the period
for the brand. This result will not reduce the focus
on safety as the business aims to maintain this high
safety level.
The Carl’s Jr. brand has doubled its profitability every
year over the past four years and is positioned to
make further improvement in profitability in FY19.
As with any new developing brand, there has been
a settling in process for Carl’s Jr., but now with
increased experience and momentum in the brand,
considerably better results are being delivered.
14.3
20.1
33.4
36.3
34.9
1415161718
Total sales ($NZm)
–
0.2
0.4
1.0
2.0
1415161718
EBITDA ($NZm)
3 41
19
Staff
266
22
Staff
Stores
Stores
25.0
26.1
26.8
26.7
25.8
1415161718
Total sales ($NZm)
3.5
4.3
4.4
4.8
4.8
1415161718
EBITDA ($NZm)
48.448.4
44.9
40.5
41.1
1415161718
Total sales ($NZm)
5.5
6.4
4.9
4.1
3.1
1415161718
EBITDA ($NZm)
Pizza Hut
New Zealand
Total sales from Pizza Hut stores operated by
Restaurant Brands were up +1.5% over the year
to $41.1 million. Sales for the total Pizza Hut brand
were up 10% to $100.7 million.
Restaurant Brands’ store numbers increased
by one over the year with two stores sold to
independent franchisees and three new company-
owned stores built at Tamatea (Napier), Glenfield
(Auckland) and Te Ngae (Rotorua).
Same store sales for company-owned stores grew
8.1% over the year.
Earnings from company-owned stores were
again adversely impacted by the sale of stores to
independent franchisees along with increases
in labour and ingredient costs. EBITDA for the
year was $3.1 million, down $1.0 million on FY17.
This represented 7.4% of sales versus 10.0%
last year, but still within the company’s expected
margin range.
Staff turnover in company-owned stores was 77%,
slightly down on the prior year’s 78%, principally a
reflection of store sell downs in the year.
Lost time injuries in company-owned stores
per million hours worked increased from four in
the prior year, to five. Although it was disappointing
to see this increase, the level remains low with a
continuing strong focus on staff safety.
At year end, company-owned store numbers had
increased to 36 (out of a total of 97 in the market)
with independent franchisee owned stores up to
61. The brand has a short-term target of 100+
stores in the network with those under company
ownership making up approximately 25% of
that number.
The Pizza Hut business will see continued solid
growth as Restaurant Brands continues to expand
the store network, both with its own stores as well
as those run by independent franchisees.
424
36
Staff
Stores
+61 Franchised
Sales for the total
Pizza Hut brand were
up 10% to $100.7 million.
Restaurant Brands New Zealand LimitedAnnual Report 20183435
Australia
In FY17 the Group commenced its international
expansion strategy acquiring QSR Pty Limited
with 42 stores in New South Wales, Australia.
During the FY18 year an additional 18 stores were
acquired which, along with the opening of one
new store, brings the total stores now operating in
Australia to 61.
With a full year’s trading from the stores initially
acquired from QSR plus the impact of the new
stores acquired during FY18, sales increased
by $54.6 million. Same store sales were up 8.6%.
EBITDA was also up $7.0 million to $22.0 million
reflecting the positive contribution from the
acquisitions as well as the effect of organic growth.
Whilst the acquired QSR business has a young
workforce, it is relatively stable by market norms.
Staff turnover was 42% in the FY18 year, an
improvement from 49% in the FY17 year.
CEO Adrian Holness retired effective 1 March
2018, with CFO Ashley Jones taking over the
position as CEO from that date. David Browne has
been appointed as the CFO for the division.
The QSR business has a strong focus on accident
prevention. The number of lost time injuries
per million hours was 13 in the FY18 year, down
from 19 in the FY17 year.
The positive results from the Australian operations
are expected to continue into the new financial
year. We will also continue to consider new
opportunities to expand the network both through
acquisitions and new store builds.
KFC
Australia
The new stores acquired
during FY18 along with
a full years’ trading and
organic growth increased
sales by $54.6 million.
3,275
61
Staff
Stores
97.2
151.8
1718
Total sales ($NZm)
15.0
22.0
1718
EBITDA ($NZm)
Operations
report—
Restaurant Brands New Zealand LimitedAnnual Report 20183637
Hawaii
Pizza Hut
Hawaii
Restaurant Brands acquired Pacific Island
Restaurants Inc. (PIR) on 7 March 2017.
This acquisition saw the purchase of 45
Pizza Hut stores primarily in Hawaii but with
stores also operating in Guam and Saipan.
Pizza Hut contributed $4.7 million to the
Group’s EBITDA. The business came under
margin pressure from Hawaii’s rising direct
labour costs and the required participation in
US-wide value promotions. We have begun a
process of refreshing the brand including a
store refurbishment programme. As part of this
programme we will be closing some of the very
old “red-roof” dine-in restaurants and replacing
them with smaller and more efficient delivery and
carry-out (delco) style outlets, which will have a
positive effect on future results and operations.
Staff turnover was 69% in the FY18 year.
This reflects a very competitive labour market
where retaining staff remains a key challenge.
Lost time injuries per million hours were three for
the year with a total of 17 accidents, which reflects
the good safety record from operations in Hawaii.
Taco Bell
Hawaii
As part of the PIR acquisition the Group acquired
37 Taco Bell stores primarily in Hawaii, with stores
also operating in Guam.
The introduction of the Taco Bell brand into
the Restaurant Brands portfolio has been very
successful, contributing $19.4 million to the
Group’s EBITDA for the year. This result was ahead
of expectations at the time of acquisition. There is
also a network refreshment strategy under way for
the Taco Bell brand with a number of older stores
targeted for a complete rebuild. The first store
refurbishment of this nature has been delivering
significant sales growth.
Staff turnover was 65% in the FY18 year, also
reflecting a very competitive labour market. The
above-store management team is very stable (with
an average tenure of 20 years). There has been no
significant turnover in this team in the 12 months
since acquisition.
Lost time injuries per million hours were one for
the year with a total of only six accidents, which
reflects the good safety record for this brand from
operations in Hawaii.
The positive post acquisition result from the
Hawaiian Taco Bell operations from the first year of
ownership is continuing into the new financial year.
95.5
18
Total sales ($NZm)
19.4
18
EBITDA ($NZm)
1,253
932
45
37
Staff
Staff
Stores
Stores
72.0
18
Total sales ($NZm)
4.7
18
EBITDA ($NZm)
Operations
report—
Restaurant Brands New Zealand LimitedAnnual Report 20183839
Ted van Arkel
FNZIM
Chairman and Independent
Non-Executive Director
Term of office
Appointed Director 24 September 2004
and appointed Chairman 21 July 2006.
Last re-elected 2015 Annual Meeting.
Board committees
Member of the Audit and Risk
Committee, Health and Safety
Committee and Remuneration and
Nominations Committee.
Profile
Mr van Arkel has been a professional
director since retiring from the position
of Managing Director of Progressive
Enterprises Limited in November 2004.
His NZX-listed company directorships
are AWF Madison Group Limited and
Abano Healthcare Group Limited. He is
also a director of the Auckland Regional
Chamber of Commerce & Industry
Limited. Mr van Arkel is a director of a
number of private companies including
Philip Yates Family Holdings Limited and
Danske Mobler Limited. Mr van Arkel
was previously a director and chairman
of The Warehouse Group Limited.
Core board skills
Governance, Strategy, Financial Acumen,
Remuneration/People and Culture.
Skills related specifically
to Restaurant Brands
Quick Service Restaurants,
Marketing, Large Scale Procurement
and Supply Chain.
Skills related to future strategy
Global Experience, Acquisition
and Divestment.
Hamish Stevens
M.COM (HONS), MBA, CA
Independent Non-Executive Director
Term of office
Appointed Director 8 May 2014.
Last re-elected 2017 Annual Meeting.
Board committees
Chairman of the Audit and Risk
Committee and Member of the
Remuneration and Nominations
Committee and Health and
Safety Committee.
Profile
After considerable experience in a
number of senior corporate roles
including both operational and financial
management in large companies such
as DB Breweries Limited and Heinz-
Watties Limited, Mr Stevens became
a professional director in 2010. He is
currently Chairman of Bureau Veritas
AsureQuality Pty Limited, East Health
Services Limited, The Kennedys Limited
and is the Independent Chairman of
the Audit and Risk Committee of the
Waikato Regional Council. Mr Stevens is
a director of various other New Zealand
companies including AsureQuality
Limited and Counties Power Limited.
A qualified chartered accountant,
Mr Stevens also chairs the audit
committees for a number of companies
for which he serves as a director.
Core board skills
Governance, Strategy, Financial Acumen.
Skills related specifically
to Restaurant Brands
Quick Service Restaurants.
Skills related to future strategy
Acquisition and Divestment.
Stephen Copulos
Non-Executive Director
Term of office
Appointed Director 27 April 2016.
Last re-elected 2016 Annual Meeting.
Board committees
Member of Remuneration and
Nominations Committee, Health and
Safety Committee and Audit and
Risk Committee.
Profile
Mr Copulos joined Restaurant Brands
as a Non-Executive Director following
the acquisition of QSR Pty Ltd in
NSW, Australia. He has over 37 years’
experience in a variety of businesses
and investments across a wide range
of industries including fast food and
hospitality, manufacturing, property
development and mining and has
extensive experience as a company
director of both listed and unlisted
public companies in Australia, UK and
USA. He is Managing Director of the
Copulos Group of Companies as well as
a director of over 50 private companies
and trusts and is president of six USA
LLCs. He is also chairman and major
shareholder of ASX listed companies
Consolidated Zinc Limited and
Non-Executive Director of Black Rock
Mining Limited.
Core board skills
Governance, Strategy, Financial Acumen,
Remuneration/People and Culture.
Skills related specifically
to Restaurant Brands
Quick Service Restaurants, Marketing,
Australian Experience, USA Experience.
Skills related to future strategy
Global Experience, Acquisition
and Divestment.
Vicky Taylor
B.COM
Independent Non-Executive Director
Term of office
Appointed Director 23 June 2016.
Board committees
Chairman of the Remuneration and
Nominations Committee and Member of
the Health and Safety Committee and
the Audit and Risk Committee.
Profile
Ms Taylor is a business owner with
experience from large corporates
to small start-up businesses. She
has worked in manufacturing and
international business. Her background
includes working in blue chip
corporates such as Goodman Fielder
Limited, Griffins Foods Limited and
The Coca-Cola Company. She has
also been involved in the science and
environmental sector and not-for-profit
governance, including the Museum
of Transport and Technology, Vehicle
Testing New Zealand, Landcare
Research Limited and Enviro-Mark
Solutions. Her current directorships
include Real Journeys Limited and
Ugly Duckling Trading Limited.
Core board skills
Strategy, Remuneration/People
and Culture.
Skills related specifically
to Restaurant Brands
Marketing.
Skills related to future strategy
Global Experience, Acquisition
and Divestment.
David Beguely
BSC, BE, GAICD
Independent Non-Executive Director
Term of office
Appointed Director 1 April 2017.
Last re-elected 2017 Annual Meeting.
Board committees
Chairman of the Health and Safety
Committee and Member of the
Remuneration and Nominations
Committee and Audit and
Risk Committee.
Profile
Mr Beguely has over 35 years’
experience in the food and beverages
industries, most recently as CEO of
Asahi Beverages Australasia, having led
the separation and sale of Schweppes
from Cadbury Australia, and significantly
developed the business through both
organic and acquired growth.
Mr Beguely has been a member of the
board of Beak & Johnston Pty Ltd since
2012 where he chairs the Nominations
and Remuneration Committee. He is
also on the board of B&J City Kitchen,
a joint venture between Woolworths and
Beak and Johnston in the development
of the ready to heat meals category.
In addition, Mr Beguely is a member of
the Board of the Alliance for Gambling
Reform where he also acts as Treasurer.
Core board skills
Strategy, Financial Acumen,
Remuneration/People and Culture.
Skills related specifically
to Restaurant Brands
Marketing, Large Scale Procurement
and Supply Chain, Australian Experience.
Skills related to future strategy
Global Experience, Acquisition
and Divestment.
Board of
Directors—
Note: The Restaurant Brands
board has developed a skills
matrix identifying the core skills
each director brings to the board.
The matrix is based on directors’
self-assessment of their individual
skills. The assessment rated each
director’s skills in various areas on
a one to five scale. Where the rating
was four or five the director was
deemed to bring those expert skills
to the board. These skills are listed
under each director profile.
Restaurant Brands New Zealand LimitedAnnual Report 20184041
The New Zealand business is more established in its pursuit
of better performance outcomes in the area of ESG. There is
a need to build on this and roll out the planning, activating and
measuring of this activity in our overseas operations.
To that end we have begun a comprehensive review of our
sustainability reporting. As part of that review we will create a
new framework with more stringent management statements,
we will set sustainability targets and report against these
targets. We will work through this process over the next
financial period with a long term aim to embed the new
framework within our wider corporate culture.
Our vision is to be a leading operator of enduring and
innovative QSR brands in the jurisdictions in which we
operate (New Zealand, Australia and Hawaii). That’s why
we’re committed to doing business guided by principles of
sustainability. These principles help form our menus and
management practices and guide the actions of our people
and the way we contribute to the communities we serve.
Four interdependent elements:
People, Food, Planet and
Progress comprise the core aspects of our ESG ethos and
sustain the health and vitality of our company. We set out
below our ESG KPIs and progress for the new financial year
in relation to each of these elements.
Restaurant Brands depends on the support of consumers
and on positive partnerships with our employees, suppliers,
franchisors, franchisees and investors. We employ 9,056
people aged from 15-73 across the Group and serve over
125,000 customers every day. We:
• place the health and safety of our employees as our top
priority. We have an excellent record for workplace health
and safety and we continue to strive towards our target of
zero workplace injuries across all our brands;
• are an equal opportunity employer and we embrace and
reflect the diversity of the communities that we operate
in. We are committed to a truly diverse work environment
which is reflected by the many different nationalities
represented across the business and more than half of our
workforce (together with a significant proportion of senior
management) are female;
• we are an important first job opportunity for many
New Zealanders, Australians and Hawaiians. Around 46%
of our employees are under 20 years of age. We therefore
support our employees with the time and resources to
build their competencies and skills across all our brands.
The overall package of the terms and conditions of our
employees compares favourably with our competitors in the
sector and includes a faster pathway for new employees to
acquire new skills and responsibilities and increase their
pay rates. In New Zealand we:
– have rolled out e-learning programs to a large proportion
of our New Zealand staff and a classroom-style
orientation has proven popular for new recruits to Carl’s Jr.;
– lead the fast food sector for guaranteed days, hours of
permanent work and security of pay; and
– were the first company in the sector to discontinue
zero-hour contracts;
• continue our involvement with charitable and community
organisations and review our efforts on an ongoing basis
to ensure that they remain relevant and valuable to the
communities we serve. Our commitment to our community
is reflected by:
– our long-serving partnership with Surf Life Saving
New Zealand, with whom we have been a charity partner
since 2012. In addition to raising funds for charity, we
are committed to assisting Surf Life Saving New Zealand
with educating people how to stay safe at the beach
through a multi-lingual water safety education campaign;
– raising funds in Australia to support both the Reach
Foundation (a youth based organisation that inspires
young people to follow their dreams) and the World
Hunger Relief Program (an organisation that provides
meals to the 2.6 billion people in need globally); and
– raising funds in Hawaii to support the Literacy
Foundation, a Hawaii programme that provides the Keiki
(children) of Hawaii access to books, with programs and
workshops to promote literacy with an aim to create
lifetime learners through reading.
Background
People
Corporate social
responsibility—
As a company Restaurant Brands recognises the
increasing importance of a number of non-financial
aspects of its business performance. This becomes
even more relevant with the recent international
expansion bringing into focus multiple areas of
environmental, social and governance (ESG) activity
in different geographical locations and legal and
social jurisdictions.
–
50
%
Number of lost time
incidents in New Zealand
42
%
Staff turnover in Australia
$
244,000
Total funds raised ($NZ)
“ We are committed to doing
business guided by principles
of sustainability.”
Restaurant Brands New Zealand LimitedAnnual Report 20184243
Restaurant Brands serves high quality, great tasting food with
predominantly locally sourced ingredients. We:
• continue to focus on improving the nutritional composition
of our food, with an emphasis on sodium, sugar and
saturated fat reduction;
• provide detailed nutritional information about our products
online to enable our customers to make informed choices;
• ensure food safety and quality through continuous external
and internal review programmes;
• support our trusted local suppliers and ensure that
responsible industry practices are part of our ethical
procurement strategy; and
• continue with our efforts to work with suppliers to eliminate
palm kernel products and cage eggs from the ingredients
used in our menus.
Restaurant Brands is conscious of the impact our operations
has on the environment and we are working to minimise
waste, maximise energy efficiency and use resources
carefully. We:
• continue to source all our packaging from sustainable
timbers in New Zealand. Both Australia and Hawaii source
their packaging through Yum! Brands who are committed
to making sustainable packaging a priority;
• continue with initiatives that will see all cardboard and
paper recycled and all cooking reprocessed for bio-diesel
and soap;
• actively participate in energy saving initiatives including
monitoring live power usage in our stores to reduce
peak load;
• are a member of the Public Place Recycling Scheme
(PPRS), a programme that helps New Zealanders to recycle
and reduce litter while they’re away from home;
• are currently trialling delivery optimisation software and
alternative delivery vehicles to make deliveries more
efficient and potentially reduce fossil fuel consumption
across the Pizza Hut and KFC network; and
• are actively investigating the elimination of single-use
plastic bags and straws from the store network.
Restaurant Brands continues to proactively and fairly reward
all its stakeholders. We have:
• spent $26.4 million on property, plant and equipment
across the Group during the FY18 year;
• paid our staff $211.3 million in salary and wages this year;
• paid $28.9 million in dividends to our investors this year; and
• as a responsible corporate citizen, this year we paid
$15.8 million in company tax and $44.7 million in goods
and services tax in Australia and New Zealand and Hawaii
sales tax.
Planet
New Zealand
Australia
Hawaii
Progress
ESG
performance
measures
CategoryMeasure
Outcome
FY2018
Outcome
FY2017
Workplace safety
Number of lost time incidents
per million hours worked
4
8
Staff turnover
As a % of average total staff on a
rolling annual basis
72%
71%
Gender diversity
% of women employed at all levels
56%
54%
Community
Total funds raised for charitable and
community organisations
$106,000
$178,000
Recycling
% of cardboard and paper waste from
back of house operations recycled
100 %
100%
% of oil from back of house operations
recycled
100 %
100%
Energy conservation
Kilowatts of energy used in electricity
and gas per $million of sales (excluding
Restaurant Brands support centre)
121,000kw
137,000kw
CategoryMeasure
Outcome
FY2018
Outcome
FY2017
Workplace safety
Number of lost time incidents
per million hours worked
13
19
Staff turnover
As a % of average total staff on a
rolling annual basis
42%
49%
Gender diversity
% of women employed at all levels
47%
48%
Community
Total funds raised for charitable and
community organisations
$A63,000
$A46,000
Recycling
% of cardboard and paper waste from
back of house operations recycled
100 %
100%
% of oil from back of house operations
recycled
100 %
100%
Energy conservation
Kilowatts of energy used in electricity
and gas per $million of sales (excluding
Restaurant Brands support centre)
111, 0 0 0 k w
121,000kw
CategoryMeasure
Outcome
FY2018
Workplace safety
Number of lost time incidents
per million hours worked
4
Staff turnover
As a % of average total staff on a
rolling annual basis
65%
Gender diversity
% of women employed at all levels
56%
Community
Total funds raised for charitable and
community organisations
$US50,000
Recycling
% of cardboard and paper waste from
back of house operations recycled
% of oil from back of house
operations recycled
66%
100 %
Food
Restaurant Brands New Zealand LimitedAnnual Report 20184445
$NZ000’s
26 February
2018
52 weeks
vs Prior
%
27 February
2017
52 weeks
Sales
KFC319,598
7.8296,465
Pizza Hut41,111
1.540,492
Starbucks Coffee25,818
(3.3)26,694
Carl's Jr.34,921 (
3.9)36,347
Total New Zealand sales421,448
5.4399,998
KFC 151,844
56.29 7,181
Total Australia sales151,844
56.297,181
Taco Bell95,487
n/a –
Pizza Hut71,997
n/a –
Total Hawaii sales167, 48 4
n/a –
Total sales740,776
49.0497,179
Other revenue25, 513
25.220,370
Total operating revenue766,289
48 .1517, 5 49
Cost of goods sold(626,701)
48.6(421,872)
Gross margin139,588
45.995,677
Distribution expenses (2,895)
4.7(2,764)
Marketing expenses(40,095)
42.7(28 ,10 7 )
General and administration expenses(34,090)
67.4(20,364)
EBIT before non-trading items62,508
40.744,442
Non-trading items(4,755)
(6 .1)(5,063)
EBIT57,753
46.739,379
Financing expenses(5,604)
14 4.6(2,291)
Net profit before taxation52 ,149
40.637,0 8 8
Taxation expense (16,683)
49.9(11,13 3 )
Net profit after taxation (NPAT)35,466
36.625,955
NPAT excluding non-trading items40,361
32.030,567
% sales% sales
Concept EBITDA before G&A
KFC65,954
20.67.461,419 20.7
Pizza Hut3,060 7.4(24.6)4,058 10.0
Starbucks Coffee4,815 18 .61.14,760 17.8
Carl's Jr.1,993 5.7105.7969 2.7
Total New Zealand75,822 18.06.571,206 17. 8
KFC 22,026 14. 547.214,964 15.4
Total Australia22,026 14 . 547. 214 , 964 15.4
Taco Bell19,420 20.3 n/a – n/a
Pizza Hut4,681 6.5 n/a – n/a
Total Hawaii24,101 14 . 4 n/a – n/a
Total concept EBITDA before G&A121,949 16.541.58 6 ,170 17. 3
Ratios
Net tangible assets per security (net tangible assets
divided by number of shares) in cents(36.1)87.7
Cost of goods sold are direct costs of operating stores: food, paper, freight, labour and store overheads.
Distribution expenses are costs of distributing product from store.
Marketing expenses are call centre, advertising and local store marketing expenses.
General and administration expenses (G&A) are non-store related overheads.
The Group results are prepared in accordance with New Zealand Generally Accepted Accounting Practice (“GAAP”) and comply with
International Financial Reporting Standards (“IFRS”). These financial statements include non-GAAP financial measures that are not
prepared in accordance with IFRS. The non-GAAP financial measures used in this presentation are as follows:
1. EBITDA before G&A. The Group calculates Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”) before G&A
(general and administration expenses) by taking net profit before taxation and adding back (or deducting) financing expenses,
non-trading items, depreciation, amortisation and G&A. The Group also refers to this measure as Concept EBITDA before G&A.
The term Concept refers to the Group’s seven operating divisions comprising the New Zealand divisions (KFC, Pizza Hut, Starbucks
Coffee and Carl’s Jr.), KFC Australia and the two Hawaii divisions (Taco Bell and Pizza Hut). The term G&A represents non-store
related overheads.
2. EBIT before non-trading. Earnings before interest and taxation (“EBIT”) before non-trading is calculated by taking net profit before
taxation and adding back (or deducting) financing expenses and non-trading items.
3. Non-trading items. Non-trading items represent amounts the Group considers unrelated to the day to day operational performance of
the Group. Excluding non-trading items enables the Group to measure underlying trends of the business and monitor performance on
a consistent basis.
4. EBIT after non-trading items. The Group calculates EBIT after non-trading items by taking net profit before taxation and adding
back financing expenses.
5. NPAT excluding non-trading. Net Profit After Taxation (“NPAT”) excluding non-trading items is calculated by taking profit after
taxation attributable to shareholders and adding back (or deducting) non-trading items whilst also allowing for any tax impact of those
items.
6. Capital expenditure including intangibles. Capital expenditure including intangibles represents additions to property, plant and
equipment and intangible assets.
The Group believes that these non-GAAP measures provide useful information to readers to assist in the understanding of the financial
performance and position of the Group but that they should not be viewed in isolation, nor considered as a substitute for measures
reported in accordance with IFRS. Non-GAAP measures as reported by the Group may not be comparable to similarly titled amounts
reported by other companies.
The following is a reconciliation between these non-GAAP measures and net profit after taxation:
$NZ000’s Note* 20182017
EBITDA before G&A1121,949 8 6 ,170
Depreciation(28,683)(22,152)
Net gain/(loss) on sale of property, plant and equipment (included in depreciation)23 (32)
Amortisation (included in cost of sales)(3,233)(2,342)
General and administration costs - area managers, general managers and support centre(27,548)(17,202)
EBIT before non-trading
262,508 44,442
Non-trading items **
3(4,755)(5,063)
EBIT after non-trading items
457,753 39,379
Financing costs(5,604)(2,291)
Net profit before taxation 52 ,149 37,0 8 8
Income tax expense(16,683)(11,13 3 )
Net profit after taxation35,466 25,955
Add back non-trading items4,755 5,063
Income tax on non-trading items14 0 (4 51)
Net profit after taxation excluding non-trading items
540,361 30,567
*
Refers to the list of non-GAAP measures as listed above.
**
Refer to Note 2 of the financial statements for an analysis of non-trading items.
Non-GAAP financial measures
for the 52 week period ended 26 February 2018
Consolidated income statement
for the 52 week period ended 26 February 2018
Annual Report 201847Restaurant Brands New Zealand Limited46
Financial
statements
2018
Restaurant Brands is pleased to present its financial statements.
Note disclosures are grouped into five sections which the
Directors consider most relevant when evaluating the financial
performance of Restaurant Brands.
Section Note Reference
Performance 1-5
Funding and equity 6-9
Working capital 10 -13
Long term assets 14 -15
Other notes 16 -28
Significant accounting policies which are relevant to an
understanding of the financial statements and summarise the
measurement basis used are provided throughout the notes
and are denoted by the highlighted text surrounding them.
The Directors of Restaurant Brands New Zealand Limited (Restaurant Brands)
are pleased to present the financial statements for Restaurant Brands and its
subsidiaries (together the Group) for the 52 week period ended 26 February
2018 contained on pages 48 to 78.
Financial statements for each financial year fairly present the financial position of the Group and its financial performance and cash
flows for that period and have been prepared using appropriate accounting policies, consistently applied and supported by reasonable
judgments and estimates and all relevant financial reporting and accounting standards have been followed.
Proper accounting records have been kept that enable, with reasonable accuracy, the determination of the financial position of the Group
and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.
Adequate steps have been taken to safeguard the assets of the Group to prevent and detect fraud and other irregularities.
The Directors hereby approve and authorise for issue the financial statements for the 52 week period ended 26 February 2018.
For and on behalf of the Board of Directors:
E K van Arkel
Chairman
17 April 2018
H W Stevens
Director
ContentsPage
Directors’ statement
47
Consolidated statement of
comprehensive income
48
Consolidated statement of changes in equity
49
Consolidated statement of financial position
50
Consolidated statement of cash flows
51
Basis of preparation
53
Notes to and forming part of the
financial statements
54
Directors’ statement
for the 52 week period ended 26 February 2018
Restaurant Brands New Zealand LimitedAnnual Report 20184849
$NZ000’s Note 20182017
Store sales revenue1740,776 49 7,17 9
Other revenue
125, 513 20,370
Total operating revenue766,289 517, 5 49
Cost of goods sold(626,701)(421,872)
Gross profit139,588 95,677
Distribution expenses(2,895)(2,764)
Marketing expenses(40,095)(28 ,10 7 )
General and administration expenses(34,090)(20,364)
EBIT before non-trading items62,508 44,442
Non-trading items
2(4,755)(5,063)
Earnings before interest and taxation (EBIT)
157,753 39,379
Financing expenses
6(5,604)(2,291)
Profit before taxation52 ,149 37,088
Taxation expense
16(16,683)(11,13 3 )
Profit after taxation attributable to shareholders35,466 25,955
Other comprehensive income:
Exchange differences on translating foreign operations(3,538)(2,575)
Share option reserve34 –
Derivative hedging reserve1,651 (1,303)
Income tax relating to components of other comprehensive income(303)367
Other comprehensive income for the full year, net of tax(2 ,156)( 3 , 511)
Total comprehensive income for the full year attributable to shareholders33,310 22,444
Basic earnings per share (cents)
428.83 24.08
Diluted earnings per share (cents)
428.83 24.08
The accompanying accounting policies and notes form an integral part of the financial statements.
$NZ000’s Note
Share
capital
Share
option
reserve
Foreign
currency
translation
reserve
Derivative
hedging
reserve
Retained
earningsTotal
For the 52 week period ended 27 February 2017
Balance at the beginning of the period26,756 – 53 (238)49,046 75 , 617
Comprehensive income
Profit after taxation attributable to shareholders – – – – 25,955 25,955
Other comprehensive income
Movement in foreign currency translation reserve– – (2,575) – – (2,575)
Movement in derivative hedging reserve – – – (936) – (936)
Total other comprehensive income– – (2,575)(936) – ( 3 , 511)
Total comprehensive income – – (2,575)(936)25,955 22,444
Transactions with owners
Shares issued119 , 3 6 9 – – – – 119 , 3 6 9
Share issue costs(2,739) – – – – (2,739)
Net dividends distributed
5 – – – – (22,632)(22,632)
Total transactions with owners116 , 6 3 0 – – – (22,632)93,998
Balance at the end of the period
9143 , 386 – (2,522)(1,174 )52,369 192 ,059
For the 52 week period ended 26 February 2018
Balance at the beginning of the period143 , 386 – (2,522)(1,174 )52,369 192 ,059
Comprehensive income
Profit after taxation attributable to shareholders – – – – 35,466 35,466
Other comprehensive income
Movement in share option reserve – 34 – – – 34
Movement in foreign currency translation reserve – – (3,538) – – (3,538)
Movement in derivative hedging reserve – – – 1,348 – 1,348
Total other comprehensive income for the year – 34 (3,538)1,348 – (2 ,156)
Total comprehensive income–34(3,538)1,34835,46633,310
Transactions with owners
Shares issued5 ,16 8 – – – – 5,168
Share issue costs(63) – – – – (63)
Net dividends distributed
5 – – – – (28,866)(28,866)
Total transactions with owners5,105 – – – (28,866)(23,761)
Balance at the end of the period
9148 , 491 34 (6,060) 174 58,969 201,608
The accompanying accounting policies and notes form an integral part of the financial statements.
Consolidated statement of changes in equity
for the 52 week period ended 26 February 2018
Consolidated statement of comprehensive income
for the 52 week period ended 26 February 2018
Restaurant Brands New Zealand LimitedAnnual Report 20185051
$NZ000’s Note 20182017
Non-current assets
Property, plant and equipment
14157, 211 124, 37 9
Intangible assets
15246,257 84,361
Deferred tax asset
1614 , 955 10,325
Total non-current assets418,423 219,065
Current assets
Inventories
1012 ,634 8,659
Trade and other receivables
118, 819 4,273
Cash and cash equivalents
1210,140 70,390
Derivative financial instruments
728 –
Assets classified as held for sale2,396 –
Total current assets34,017 83,322
Total assets452,440 302,387
Equity attributable to shareholders
Share capital
9148 , 491 14 3, 386
Reserves(5,852)(3,696)
Retained earnings58,969 52,369
Total equity attributable to shareholders201,608 192,059
Non-current liabilities
Provision for employee entitlements
17813 676
Deferred income
188,876 5 ,153
Loans
6166,815 46,482
Total non-current liabilities176 , 5 0 4 52 , 311
Current liabilities
Income tax payable4,167 3,647
Creditors and accruals
1367, 548 50,370
Provision for employee entitlements
171,683 1,301
Deferred income
18930 1,065
Derivative financial instruments
7 – 1,634
Total current liabilities74,328 58,017
Total liabilities250,832 110 , 3 2 8
Total equity and liabilities452,440 302,387
The accompanying accounting policies and notes form an integral part of the financial statements.
$NZ000’s Note 20182017
Cash flows from operating activities
Cash was provided by/(applied to):
Receipts from customers763,573 515 , 25 7
Payments to suppliers and employees(674,371)(451,560)
Interest paid (5,625)(2,318)
Payment of income tax(15,809)(13,471)
Net cash from operating activities67,768 47,908
Cash flows from investing activities
Cash was (applied to)/provided by:
Acquisition of business
23(147, 502 )(63,905)
Payment for intangibles(4,772)(3,658)
Purchase of property, plant and equipment(26,353)(16,628)
Proceeds from disposal of property, plant and equipment4,064 4,220
Landlord contributions received1,222 961
Net cash used in investing activities(173 , 3 41)( 79,010)
Cash flows from financing activities
Cash was provided by/(applied to):
Proceeds from non-current loans451,716 4 4 6 ,116
Repayment of non-current loans(387,024)(415 , 365)
Share capital raised – 93,869
Dividends paid to shareholders
5(23,700)(22,632)
Share issue costs(63)(2,739)
Net cash from financing activities40,929 99,249
Net (decrease)/increase in cash and cash equivalents(64,644)6 8 ,147
Cash and cash equivalents at beginning of the period70,390 1,093
Opening cash balances acquired on acquisition
234,621 1,457
Foreign exchange movements(227)(307)
Cash and cash equivalents at the end of the period10,140 70,390
Cash and cash equivalents comprise:
Cash on hand513 310
Cash at bank9,627 70,080
10,140 70,390
The accompanying accounting policies and notes form an integral part of the financial statements.
Consolidated statement of cash flows
for the 52 week period ended 26 February 2018
Consolidated statement of financial position
as at 26 February 2018
Restaurant Brands New Zealand LimitedAnnual Report 20185253
$NZ000’s 20182017
Reconciliation of profit after taxation with net cash from operating activities
Total profit after taxation attributable to shareholders35,466 25,955
Add items classified as investing/financing activities:
Gain on disposal of property, plant and equipment(648)(1,607 )
FX gain on investing(873) –
(1,521)(1,607 )
Add/(less) non-cash items:
Depreciation29,599 22,152
Disposal of goodwill – 306
(Decrease)/increase in provisions(797)526
Amortisation of intangible assets5,144 2,923
Impairment on property, plant and equipment(60)672
Impairment of goodwill1, 217 –
Net increase in deferred tax asset(394)(2,035)
34,709 24,544
Add/(less) movement in working capital:
(Increase)/decrease in inventories(3,864)336
Increase in trade and other receivables(4,309)(1,091)
Increase in trade creditors and other payables5,723 88
Increase/(decrease) in income tax payable1,564 (317 )
(886)(984)
Net cash from operating activities67,768 47,908
Reconciliation of movement in term loans
Balance as at 27 February 201746,482
Net cash flow movement64,692
Acquisitions58,890
Foreign exchange movement(3,249)
Balance as at 26 February 2018166,815
The accompanying accounting policies and notes form an integral part of the financial statements.
1. Reporting entity
The reporting entity is the consolidated group (the “Group”) comprising the economic entity Restaurant Brands New Zealand Limited
(the “Company”) and its subsidiaries. Restaurant Brands New Zealand is a limited liability company incorporated and domiciled in New
Zealand. The principal activity of the Group is the operation of quick service and takeaway restaurant concepts in New Zealand, Australia,
Hawaii, Saipan and Guam.
Restaurant Brands New Zealand Limited is registered under the Companies Act 1993 and is an FMC reporting entity under Part 7 of
the Financial Markets Conduct Act 2013. The address of its registered office is Level 3, Building 7, Central Park, 666 Great South Road,
Penrose, Auckland.
The Company is listed on the New Zealand Stock Exchange (“NZX”) and the Australian Securities Exchange (“ASX”) and is an issuer in
terms of the Financial Reporting Act 2013. The Group is designated as a for-profit entity for financial reporting purposes.
Subsidiaries of the Company are as follows:
NameNature
Restaurant Brands LimitedRestaurant operating
Restaurant Brands Australia Pty LimitedRestaurant operating
QSR Pty LimitedRestaurant operating
Taco Aloha Inc.Restaurant operating
Hawaii Pizza Hut Inc.Restaurant operating
Pizza Hut of Guam, Inc.Restaurant operating
Pizza Hut of Saipan, Inc.Restaurant operating
TB Guam Inc.Restaurant operating
Restaurant Brands Hawaii LimitedInvestment holding
Pacific Island Restaurants Inc.Investment holding
TD Food Group Inc.Investment holding
RB Holdings LimitedInvestment holding
RBP Holdings LimitedInvestment holding
RBDNZ Holdings LimitedInvestment holding
RBN Holdings LimitedInvestment holding
Restaurant Brands Australia Holdings Pty LimitedInvestment holding
Restaurant Brands Properties LimitedProperty holding
Restaurant Brands Nominees LimitedEmployee share option plan trustee
Restaurant Brands Pizza LimitedNon-trading
2. Basis of preparation
The financial statements of the Group have been prepared in accordance with:
• New Zealand Generally Accepted Accounting Practice (“NZ GAAP”)
• Part 7 of the Financial Markets Conduct Act 2013
• NZX Main Board Listing Rules
They comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”), NZ IFRIC interpretations, and
other applicable Financial Reporting Standards, as appropriate for a for-profit entity. The financial statements comply with International
Financial Reporting Standards (“IFRS”) as issued by the IASB.
The measurement basis adopted in the preparation of these financial statements is historical cost, modified by the revaluation of certain
investments and financial instruments as identified in the accompanying notes. The financial statements are presented in New Zealand
dollars, rounded where necessary to the nearest thousand dollars. The Group divides its financial year into 13 four-week periods. The
2018 full year results are for 52 weeks (2017: 52 weeks).
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an
accounting policy choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material.
These policies have been consistently applied to all the years presented, unless otherwise stated.
These audited consolidated financial statements were authorised for issue on 17 April 2018 by the Board of Directors who do not have
the power to amend after issue.
Basis of preparation
for the 52 week period ended 26 February 2018
Consolidated statement of cash flows (continued)
for the 52 week period ended 26 February 2018
Annual Report 201855Restaurant Brands New Zealand Limited54
Notes to
and forming
part of the financial
statements
for the 52 week period ended 26 February 2018
NotePage
Performance
1.Segmental reporting
55
2.Non-trading items
57
3.Revenue and expenses
58
4.Earnings per share
58
5.Dividend distributions
59
Funding and equity
6.Loans
59
7.Derivatives and hedge accounting
61
8.Financial risk management
62
9.Equity and reserves
64
Working capital
10.Inventories
64
11.Trade and other receivables
64
12.Cash and cash equivalents
65
13 .Creditors and accruals
65
Long term assets
14.Property, plant and equipment
66
15.Intangibles
68
Other notes
16 .Taxation
70
17.Provision for employee entitlements
72
18 .Deferred income
72
19.Leases
72
20.Related party transactions
73
21.Commitments
74
22.Contingent liabilities
74
23.Business combinations
75
24.Subsequent events
76
25.New standards and interpretations
76
26.Fees paid to auditor
77
27.Donations
77
28.Deed of Cross Guarantee
77
PERFORMANCE
1. Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.
A new organisation structure was approved by the Board in March 2017, with the Group split into three geographically distinct operating
divisions; New Zealand, Australia, and Hawaii. Leading these three geographic divisions is a new corporate support function consisting
of Group Chief Executive Officer (Group CEO) and Group Chief Financial Officer (Group CFO), who are focussed on assessing and driving
global growth strategies. They are supported by a small corporate team. Each geographic division operates on a stand-alone basis,
with each country’s CEO reporting to the Group CEO. The organisation restructure announced in March 2017 has resulted in a change
in the chief operating decision maker, which affects the Group’s segment reporting disclosure. Under the new structure the chief
operating decision makers, responsible for allocating resources and assessing performance of the operating segments, has been
identified as the Group CEO and Group CFO. The chief operating decision makers considers the performance of the business from a
geographic perspective, being New Zealand, Australia and Hawaii (including Guam and Saipan) while the performance of the corporate
support function is assessed separately.
The Group is therefore organised into three operating segments, depicting the three geographic regions the Group operates in and the
corporate support function located in New Zealand. All segments operate quick service and takeaway restaurant concepts. All operating
revenue is from external customers. Prior year comparatives have been aligned to the geographic operating segments.
The Group evaluates performance and allocates resources to its operating segments on the basis of segment assets, segment revenues,
concept EBITDA before general and administration expenses and EBIT before non-trading items. EBITDA refers to earnings before
interest, taxation, depreciation and amortisation. EBIT refers to earnings before interest and taxation.
Segment assets include items directly attributable to the segment (i.e. property, plant and equipment, intangible assets and inventories). Segment
capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets other than goodwill.
The Group has not disclosed segment liabilities as the chief operating decision makers evaluates performance and allocates resources purely on
the basis of aggregated Group liabilities.
2018
$NZ000’s New ZealandAustraliaHawaii
Corporate
support
function
Consolidated
full year
Business segments
Store sales revenue421,448 151, 8 4 4 16 7,484 – 740,776
Other revenue25,325 – 188 – 25, 513
Total operating revenue 446,773 151,844 167,672 – 766,289
EBITDA before general and administration expenses75,822 22,026 24,101 – 121,949
General and administration expenses(12, 80 0 )(5,346)(7,762)(1,640)(27, 548 )
EBITDA after general and administration expenses63,022 16,680 16,339 (1,640)94,401
Depreciation(16,152)(6,562)(5,946) – (28,660)
Amortisation (included in cost of sales)(2,182)(333)( 718) – (3,233)
Segment result (EBIT) before non-trading items44,688 9,785 9,675 (1,640)62,508
Other non-trading items(4,755)
Operating profit (EBIT) after non-trading items57,753
Current assets19,14 0 7,37 7 7,500 – 34,017
Non-current assets115 , 5 52 14 8 ,0 63 154,808 – 418,423
Total assets134,692 155,440 162,308 – 452,440
Capital expenditure including intangibles19,90 7 5,198 6,298 – 31,403
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
Restaurant Brands New Zealand LimitedAnnual Report 20185657
2017
$NZ000’s New ZealandAustraliaHawaii
Corporate
support
function
Consolidated
full year
Business segments
Store sales revenue399,998 9 7,181 – – 497,179
Other revenue20,370 – – – 20,370
Total operating revenue 420,368 97,181 – – 517, 5 49
EBITDA before general and administration expenses71,206 14 , 964 – – 8 6 ,170
General and administration expenses(13,742)(3,460) – – (17, 202 )
EBITDA after general and administration expenses57, 464 11, 5 0 4 – – 68,968
Depreciation(17,597 )(4,587 ) – – (22 ,184)
Amortisation (included in cost of sales)(2,186 )(156) – – (2,342)
Segment result (EBIT) before non-trading items37,681 6,761 – – 44,442
Other non-trading items(5,063)
Operating profit (EBIT) after non-trading 39,379
Current assets7 8 ,10 0 5,222 – – 83,322
Non-current assets121, 524 9 7, 541 – – 219,065
Total assets199,624 102,763 – – 302,387
Capital expenditure including intangibles16, 803 2,456 – – 19,259
1.1 Reconciliation between EBIT after non-trading items and net profit after tax
$NZ000’s 20182017
EBIT after non-trading items57,753 39,379
Financing expenses(5,604)(2,291)
Net profit before taxation52 ,149 37,088
Income tax expense(16,683)(11,13 3 )
Net profit after taxation35,466 25,955
Add back non-trading items4,755 5,063
Income tax on non-trading items140 (4 51)
Net profit after taxation excluding non-trading items40,361 30,567
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
2. Non-trading items
$NZ000’s 20182017
Non-trading items
Gain on sale of stores
Net sale proceeds588 1,555
Property, plant and equipment disposed of(95)(631)
Goodwill disposed of – (231)
493 693
Amortisation of franchise rights acquired on acquisition of QSR Pty Limited (QSR)
and Pacific Island Restaurants Inc. (PIR)(1, 911)(580)
Acquisition costs(1,598)(3,864)
Store closure costs(325)(1,687 )
ASX listing-related costs(608) –
FEC exchange gains873 –
Impairment of assets(879) –
Impairment of goodwill(1, 217) –
Store relocation and refurbishment (including insurance proceeds) – (63)
Gain on store sale and leaseback417 438
Total non-trading items(4,755)(5,063)
Acquisition costs comprise the following:
QSR acquisition costs
Stamp duty – (2,10 5 )
Other – (241)
– (2,346)
PIR acquisition costs(334)(1, 518 )
Other acquisition costs(1,264) –
Total acquisition costs(1,598)(3,864)
The Group seeks to present a measure of comparable underlying performance on a consistent basis. In order to do so, the Group separately
discloses items considered to be unrelated to the day to day operational performance of the Group. Such items are classified as non-trading items
and are separately disclosed in the statement of comprehensive income and notes to the financial statements.
Restaurant Brands New Zealand LimitedAnnual Report 20185859
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
3. Revenue and expenses
Operating revenue
Store sales revenue
Revenue from store sales of goods is measured at the fair value of the consideration received, net of returns, discounts and excluding GST.
Retail sales of goods are recognised at point of sale.
Other revenue
Other revenue represents sales of goods and services to independent franchisees. Services revenue is recognised in the accounting period in which
the services are rendered, by reference to completion of the specific transaction assessed on the basis of the service provided as a proportion of the
total services to be provided. Sales of goods are measured and recognised on a consistent basis with store sales revenue as already noted.
Operating expenses
Royalties paid
$NZ000’s 20182017
Royalties paid43,830 29,152
Royalties are recognised as an expense as revenue is earned.
Wages and salaries
$NZ000’s 20182017
Wages and salaries211,327 130,727
Increase in liability for long service leave189 74
211, 516 130,801
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are expected to be settled wholly within
12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up
to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled.
4. Earnings per share
20182017
Basic earnings per share
Profit after taxation attributable to shareholders ($NZ000's)35,466 25,955
Weighted average number of shares on issue (000's)123 ,032 107,797
Basic earnings per share (cents)28.83 24.08
Diluted earnings per share
Profit after taxation attributable to shareholders ($NZ000's)35,466 25,955
Weighted average number of shares on issue (000's)123 ,032 107,797
Diluted earnings per share (cents) 28.83 24.08
Basic earning per share (EPS) is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period. Diluted EPS reflects any commitments the Company has to issue shares in the future that
would decrease EPS.
5. Dividend distributions
$NZ000’s 20182017
Final dividend of 13.5 cents per share paid for the 52 week period ended 27 February
2017 (2016: 12.5 cents per share) 16,584 12, 859
Interim dividend 10.0 cents per share paid for the 52 week period ended 26 February
2018 (2017: 9.5 cents per share)12 , 282 9,773
28,866 22,632
FUNDING AND EQUITY
6. Loans
$NZ000’s 20182017
Secured bank loans denominated in:
NZD28,750 5,000
AUD85,755 41,4 82
USD52,310 –
Secured bank loans166,815 46,482
Facilities
On 12 October 2017 the existing Westpac bank loan facility was renewed on similar terms for a further three years, expiring on
12 October 2020. The total loan facility with Westpac bank is $125 million.
On 12 October 2017 a new loan facility agreement for $A50 million was entered into with The Bank of Tokyo-Mitsubishi UFJ, Ltd.
for a term of three years, expiring on 12 October 2020.
On 7 March 2017 as part of the acquisition of Pacific Island Restaurants Inc. The Group acquired a $US54.2 million loan facility with
First Hawaiian Bank, of which $US13 million expires on 1 August 2019 with the remainder expiring 16 December 2023.
Interest rate swaps
On 16 April 2014 the Group entered into an interest rate swap to fix the interest rate on $5.0 million of NZD bank loans for five years.
At balance date the interest rate applicable was 5.6% (2017: 5.5%) inclusive of bank margin. The swap matures on 16 April 2019.
On 22 January 2017 the Group entered into an interest rate swap to fix the interest rate on $10.0 million of NZD bank loans for five years.
At balance date the interest rate applicable was 4.0% inclusive of bank margin. The swap matures on 28 January 2022.
On 25 January 2017 the Group entered into an interest rate swap to fix the interest rate on $A15.0 million of AUD bank loans for five
years. At balance date the interest rate applicable was 3.4% (2017: 3.4%) inclusive of bank margin. The swap matures on 25 January 2022.
On 14 November 2017 the Group entered into an interest rate swap to fix the interest rate on $A20.0 million of AUD bank loans for five
years. At balance date the interest rate applicable was 3.2% inclusive of bank margin. The swap matures on 14 November 2022.
On 22 May 2017 the Group entered into an interest rate swap to fix the interest rate on $US10.0 million of USD bank loans for five years.
At balance date the interest rate applicable was 3.8% inclusive of bank margin. The swap matures on 1 June 2022.
On 29 June 2017 the Group entered into an interest rate swap to fix the interest rate on $US10.0 million of USD bank loans for five years.
At balance date the interest rate applicable was 3.8% inclusive of bank margin. The swap matures on 1 July 2022.
Restaurant Brands New Zealand LimitedAnnual Report 20186061
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
Security
As security over the AUD and NZD loans, the banks hold the benefit of a negative pledge contained in a Common Terms Deed between
Restaurant Brands New Zealand Limited and its New Zealand and Australian subsidiary companies. The Common Terms Deed includes all
obligations and cross guarantees between the guaranteeing subsidiaries.
As security over the USD debt facility, the bank holds guarantees and security over the Hawaii business.
The Group is subject to a number of externally imposed bank covenants as part of the terms of its bank loan facilities.
The most significant covenants relating directly to capital management are the ratio of total debt to earnings before interest, tax and
amortisation (EBITA) and restrictions relating to acquiring its own shares.
The specific covenants relating to financial ratios the Group is required to meet are:
• debt coverage ratio (i.e. net borrowings to EBITA), and
• debt coverage ratio (i.e. net borrowings to EBITDA), and
• Interest cover ratio (i.e. EBITDA to interest), and
• fixed charges coverage ratio (i.e. EBITL to total fixed charges), with EBITL being EBIT before lease costs. Fixed charges comprise
interest and lease costs.
The covenants are monitored and reported to the bank on a six monthly basis. These are reviewed by the Board on a monthly basis.
There have been no breaches of the covenants during the period (2017: no breaches).
The carrying value equates to fair value.
For more information about the Group’s exposure to interest rate and foreign currency risk see Note 8.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost;
any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss in the statement of
comprehensive income over the period of the borrowings using the effective interest method.
Financing costs
$NZ000’s 20182017
Interest expense5,6042,291
Financing costs comprise: interest payable on borrowings calculated using the effective interest rate method; interest received on funds invested
calculated using the effective interest rate method; foreign exchange gains and losses; gains and losses on certain financial instruments that
are recognised in profit or loss in the statement of comprehensive income; unwinding of the discount on provisions and impairment losses on
financial assets.
7. Derivatives and hedge accounting
$NZ000’s
2018
(Assets)/
liabilities
2017
(Assets)/
liabilities
Current
Fair value of interest rate swaps(28)426
Fair value of forward exchange contracts–1,208
(28)1,634
The above table shows the Group’s financial derivative holdings at period end.
There were no transfers between fair value levels during the period (2017: Nil). The fair values are classified as level two.
The fixed interest rates of the swaps used to hedge range between 2.02% and 4.69% (2017: 1.7% to 2.93%) and the variable rates of
the loans are between 0.78% and 1.75% above the applicable bank bill rates.
Financial assets
The Group classifies its financial assets as loans and receivables. Management determines the classification of its financial assets at initial recognition.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.
The Group’s loans and receivables comprise trade receivables, other debtors and cash and cash equivalents in the statement of financial position.
Financial assets that are stated at cost or amortised cost are reviewed individually at balance date to determine whether there is objective evidence of
impairment. Any impairment losses are recognised in profit or loss in the statement of comprehensive income.
Financial instruments
A financial instrument is recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets are
derecognised when the Group’s contractual rights to the cash flows from the financial assets expire or when the Group transfers the financial asset
to another party without retaining control or substantially all risks and rewards of the asset. Regular way purchases and sales of financial assets are
accounted for at trade date, i.e. the date that the Group commits itself to purchase or sell the asset. Financial liabilities are derecognised when the
Group’s obligations specified in the contract expire or are discharged or cancelled.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade receivables and other debtors, which are initially recognised at fair value plus transaction costs
and subsequently measured at amortised cost, cash and cash equivalents, loans and borrowings (initially recognised at fair value plus transaction
costs and subsequently measured at amortised cost), and creditors and accruals which are initially recognised at fair value and subsequently measured
at amortised cost.
Derivative financial instruments
The Group has various derivative financial instruments to manage the exposures that arise due to movements in foreign currency exchange rates
and interest rates arising from operational, financing and investment activities. The Group does not hold derivative financial instruments for trading
purposes. However, derivatives that do not qualify for hedge accounting are accounted for at fair value through profit or loss. Embedded derivatives
are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded
derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative,
and the combined instrument is not measured at fair value through profit or loss.
Financial assets and financial liabilities by category
$NZ000’s 20182017
Loans and receivables
Trade receivables556 621
Other debtors4,461 1,355
Cash and cash equivalents10,140 70,390
15,157 72,366
Derivatives used for hedging
Derivative financial instruments – (assets)/liabilities(28)1,634
(28)1,634
Financial liabilities at amortised cost
Loans – non current166,815 46,482
Creditors and accruals (excluding indirect and other taxes and employee benefits)46,524 34,722
213 ,339 81,204
Restaurant Brands New Zealand LimitedAnnual Report 20186263
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
8. Financial risk management
Exposure to credit, interest rate and foreign currency risks arises in the normal course of the Group’s business. Derivative financial
instruments may be used to hedge exposure to fluctuations in foreign currency exchange rates and interest rates.
(a) Foreign currency risk
The Group is exposed to foreign currency risk on purchases that are denominated in a currency other than the New Zealand dollar.
The currencies giving rise to this risk are primarily Australian dollars and US dollars.
The direct exposure to foreign currency risk is small and is primarily confined to raw material purchases, some items of capital equipment
and some franchise fee payments. Where any one item is significant, the Group will specifically hedge its exposure.
The Group has an indirect exposure to foreign currency risk on some of its locally sourced ingredients, where those ingredients in turn
have a high imported component. Where this is significant the Group contracts to a known purchase price with its domestic supplier
based on a forward cover position taken by that supplier on its imported components.
The Group has a foreign currency risk on its assets and liabilities that are denominated in Australian and US dollars as part of its
Australian and US investments.
(b) Interest rate risk
The Group’s main interest rate risk arises from bank loans. The Group analyses its interest rate exposure on a dynamic basis. Based on
a number of scenarios, the Group calculates the impact on profit or loss of a defined interest rate shift. Based on these scenarios the
maximum loss potential is assessed by management as to whether it is within acceptable limits.
Where necessary the Group hedges its exposure to changes in interest rates primarily through the use of interest rate swaps. There are
no minimum prescribed guidelines as to the level of hedging.
Note 7 discusses in detail the Group’s accounting treatment for derivative financial instruments.
As discussed in Note 6, the Group has an interest rate swap in place to fix the interest rate on $A35 million of Australian denominated
bank loans to 2022 (2017: $A15 million), $NZ5 million of New Zealand denominated bank loans to 2019, $NZ10 million to 2022 (2017:
$NZ5 million to 2019) and $US20 million to 2022. The Group will continue to monitor interest rate movements to ensure it maintains an
appropriate mix of fixed and floating rate exposure within the Group’s policy.
(c) Liquidity risk
In respect of the Group’s cash balances, non-derivative financial liabilities and derivative financial liabilities the following table analyses
the amounts into relevant maturity groupings based on the remaining period at balance date to the contractual maturity date, along with
their effective interest rates at balance date. The amounts disclosed in the table are the contractual undiscounted cash flows.
$NZ000’s
Effective
interest
rateTotal
12 months
or less
12 months
or more
2018
Cash on hand– 513 513 –
Cash at bank0.73%9,627 9,627 –
Bank term loan – principal3.90%(28,750) – (28,750)
Bank term loan – principal2.93%(85,755) – (85,755)
Bank term loan – principal3.25%(52,310) – (52,310)
Bank term loan – expected interest3.27%(20,258)(5,458)(14, 80 0 )
Derivative financial instruments – 28 28 –
Creditors and accruals (excluding indirect and other taxes and employee benefits) – (46,524)(46,524) –
(223,429)(41, 814)(181,615)
2017
Cash on hand – 310 310 –
Cash at bank0 .41%5,135 5 ,135 –
Short term deposits1.70%64,945 64,945 –
Bank term loan – principal2.58%(41,482) – (41,482)
Bank term loan – principal5 . 51%(5,000) – (5,000)
Bank term loan – expected interest3.29%(3,301)(1,531)(1,7 70)
Derivative financial instruments – (1,634)(1,634) –
Creditors and accruals (excluding indirect and other taxes and employee benefits)–(34,722)(34,722) –
(15,749 )32,503 (48,252)
Prudent liquidity risk management implies the availability of funding through adequate amount of committed credit facilities.
The Group aims to maintain flexibility in funding by keeping committed credit lines available.
The Group has bank funding facilities, excluding overdraft facilities, of $253 million (2017: $125 million) available at variable rates.
The amount undrawn at balance date was $86 million (2017: $79 million).
The Group has fixed the interest rate on $NZ15 million of NZD bank loans, $A35 million of AUD bank loans and $US20 million of USD
bank loans with the balance at a floating interest rate. The bank loans are structured as a revolving wholesale advance facility with
portions of the facility renewing on a regular basis. This leads to the loans being sensitive to interest rate movement in 12 months or less.
(d) Credit risk
Credit risk arises from cash deposits with banks and financial institutions and outstanding receivables.
No collateral is required in respect of financial assets. Management has a credit policy in place and the exposure to credit risk is
monitored on an ongoing basis. The nature of the business results in most sales being conducted on a cash basis that significantly
reduces the risk that the Group is exposed to. Reputable financial institutions are used for investing and cash handling purposes.
There were no financial assets neither past due nor impaired at balance date (2017: nil).
At balance date there were no significant concentrations of credit risk and the maximum exposure to credit risk is represented by
the carrying value of each financial asset in the statements of financial position.
(e) Fair values
The carrying values of bank loans and finance leases are the fair value of these liabilities. A Group set-off arrangement is in place
between certain bank accounts operated by the Group.
Sensitivity analysis
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s earnings.
Over the longer term, however, permanent changes in foreign exchange and interest rates on a weighted average balance will have an
impact on profit.
At 26 February 2018 it is estimated that a general increase of one percentage point in interest rates would decrease the Group profit
before income tax and equity by approximately $1.6 million (2017: $0.3 million). A one percentage point decrease in interest rates would
increase the Group profit before income tax and equity by approximately $1.6 million (2017: $0.3 million).
A general increase of one percentage point in the value of the New Zealand dollar against other foreign currencies would have minimal
impact on the cost of the Group’s directly imported ingredients denominated in foreign currencies.
Capital risk management
The Group’s capital comprises share capital, reserves, retained earnings and debt.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue to operate as a going concern,
to maintain an optimal capital structure commensurate with risk and return and reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt or draw down more debt.
Restaurant Brands New Zealand LimitedAnnual Report 20186465
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
9. Equity and reserves
Share capital
2018
number
2018
$NZ000’s
2017
number
2017
$NZ000’s
Balance at beginning of year122 , 843 ,191 143 , 386 97,871,090 26,756
Shares issued April 2016 – – 5,000,000 25,500
Shares issued November 2016 – – 19, 9 7 2,101 93,869
Share issue costs – (63) – (2,739)
Shares issued November 2017786,152 5,168 – –
Balance at end of year123,629,343 148 , 491 122, 8 4 3 ,191 14 3, 386
The issued capital of the Company represents ordinary fully paid up shares. The par value is nil (2017: nil). All issued shares carry equal
rights in respect of voting and the receipt of dividends, and upon winding up rank equally with regard to the Company’s residual assets.
The shares issued in November 2017 were in relation to the Company’s dividend reinvestment plan.
Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.
Foreign currency translation reserve
The foreign currency translation reserve comprises all exchange rate differences arising from translating the financial statements of the
foreign currency operation.
Derivative hedging reserve
The derivative hedging reserve represents the fair value of outstanding derivatives.
WORKING CAPITAL
10. Inventories
$NZ000’s 20182017
Raw materials and consumables12 ,634 8,659
Inventories are measured at the lower of cost and net realisable value. Net realisable value is the estimated selling price less the estimated costs of
marketing, selling and distribution. The cost of inventories is based on the first-in first-out method and includes expenditure incurred in acquiring the
inventories and bringing them to their existing condition and location. The cost of inventories consumed is recognised as an expense and included in
cost of goods sold in profit or loss in the statement of comprehensive income.
11. Trade and other receivables
$NZ000’s 20182017
Trade receivables556 621
Prepayments3,802 2,297
Other debtors4,461 1,355
8, 819 4,273
The carrying amount of the Group’s trade and other receivables are denominated in the following currencies:
NZD5,066 3,834
USD2 ,742 –
AUD1, 011 439
8, 819 4,273
The Group’s exposure to credit risk is minimal as the Group’s primary source of revenue is from sales made on a cash basis.
The carrying value of trade and other receivables approximates fair value.
Receivables are initially recognised at fair value. They are subsequently adjusted for impairment losses. Discounting is not applied to receivables where
collection is expected to occur within the next twelve months.
12. Cash and cash equivalents
$NZ000’s 20182017
Cash on hand513 310
Cash at bank9,627 5 ,135
Short term deposits–64,945
10,140 70,390
The carrying amount of the Group’s cash and cash equivalents are denominated in the following currencies:
NZD953 65,989
USD3,420 –
AUD5,767 4,401
10,140 70,390
13. Creditors and accruals
$NZ000’s 20182017
Trade creditors28,873 24,332
Other creditors and accruals17, 6 51 10,390
Employee benefits14 ,767 10,109
Indirect and other taxes6,257 5,539
67, 548 50,370
The carrying amount of the Group’s creditors and accruals are denominated in the following currencies:
NZD43,353 40,546
AUD13,999 9,266
USD10,196 551
GBP–7
67, 548 50,370
The carrying value of creditors and accruals approximates fair value.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Restaurant Brands New Zealand LimitedAnnual Report 20186667
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
LONG TERM ASSETS
14. Property, plant and equipment
$NZ000’s NoteLand
Leasehold
improvements
Plant,
equipment
and fittings
Motor
vehicles
Leased
plant and
equipment
Capital
work in
progressTotal
Cost
Balance as at 29 February 20161,843 133 ,606 67,192 954 258 8,661 212 , 514
Additions1,680 – 1,410 452 – 12,057 15,599
Acquisition of business – 24 ,181 10,571 413 – 89 35,254
Transfers from work in progress – 12,430 6,559 – – (18,989) –
Disposals(485)(4,870)(3,574)(264) – – (9,193)
Movement in exchange rates – (1,222)(538)(20) – (5)(1,785)
Balance as at 27 February 20173,038 164,125 81,620 1,535 258 1, 813 252,389
Additions – 5,461 3,834 384 – 16,905 26,584
Acquisition of business
23 – 28,702 12,580 42 – – 41, 324
Transfer from work in progress – 7,07 7 7,263 226 – (14, 566) –
Disposals (2,380)(2,456)(3,297)(283) – – (8 ,416 )
Movement in exchange rates – (898)(459) – – (25)(1,382)
Balance as at 26 February 2018658 2 0 2 , 011 101,541 1,904 258 4,127 310,499
Accumulated depreciation
Balance as at 29 February 2016 – (65,860)(44,017)(700)(251) – (110,828)
Charge – (13,988)( 7, 912)(245)(7) – (22,152)
Disposals – 3,204 3,287 235 – – 6,726
Movement in exchange rates – (59)21 (1) – – (39)
Balance as at 27 February 2017 – (76,703)(48,621)( 711)(258) – (126,293)
Charge – (16,688)(12, 56 7 )(344) – – (29,599)
Disposals – 1,365 2,092 215 – – 3,672
Movement in exchange rates – 92 75 1 – – 168
Balance as at 26 February 2018 – (91,934)(59,021)(839)(258) – (152,052)
Impairment provision
Balance as at 29 February 2016 – (941)(104) – – – (1,045)
Charge – (605)(67) – – – (672)
Balance as at 27 February 2017 – (1,546)(171) – – – (1,717)
Charge – 8 41 98 – – – 939
Utilised/disposed – (430)(28) – – – (458)
Balance as at 26 February 2018 – (1,135 )(101) – – – (1,236)
The impairment charge/reversal recognised during the year relates to accelerated depreciation on leasehold improvements and
plant, equipment and fittings on stores expected to be transformed or closed. Impairment charges incurred and utilised/disposed
are recognised in non-trading items in the statement of comprehensive income (refer Note 2).
Carrying amounts
Balance as at 29 February 20161,843 66,805 23,071 254 7 8,661 10 0 ,6 41
Balance as at 27 February 20173,038 85,876 32,828 824 – 1, 813 124, 37 9
Balance as at 26 February 2018658 108,942 42 ,419 1,065 – 4,127 157, 211
Depreciation expense
$NZ000’s 20182017
Depreciation expense28,683 22,152
Sale of property, plant and equipment
$NZ000’s 20182017
Net gain/(loss) on disposal of property, plant and equipment (included in depreciation expense)23 (32)
Net gain on disposal of property, plant and equipment (included in non-trading items)671 1,639
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Depreciation is calculated on a straight line basis to allocate the cost of an asset, less any residual value, over its estimated useful life.
Leased assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives of fixed assets are as follows:
Leasehold improvements 5 – 20 years
Plant and equipment 3 – 12.5 years
Motor vehicles 4 years
Furniture and fittings 3 – 10 years
Computer equipment 3 – 5 years
Depreciation methods, useful lives and residual values are reassessed at the reporting date.
Depreciation expense is included in profit or loss in the statement of comprehensive income.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss in the statement of
comprehensive income.
Restaurant Brands New Zealand LimitedAnnual Report 20186869
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
15. Intangibles
$NZ000’s NoteGoodwill
Franchise
fees
Favourable
leases
Concept
development
costs
Software
costsTotal
Cost
Balance as at 29 February 201615,401 9,025 – 1,650 6,046 32 ,122
Additions – 1,295 – – 2,365 3,660
Acquisition of business63,488 3,382 – – – 66,870
Disposals(306)(1,547 ) – – (172)(2,025)
Movement in exchange rates(3,221)(350) – – – (3,571)
Balance as at 27 February 201775,362 11, 8 0 5 – 1,650 8,239 97,056
Additions – 2,446 – 693 1,680 4,819
Acquisition of business
23153 ,17 7 13, 849 4,297 – – 171,323
Impairment(1,217 ) – – – – (1,217 )
Disposals(290)(1,572) – (825)(189)(2,876)
Movement in exchange rates(5,275)(544) – – (1)(5,820)
Balance as at 26 February 2018221,757 25,984 4,297 1,518 9,729 263,285
Accumulated amortisation
Balance as at 29 February 2016(831)(6,065) – (1,027)(3,650)(11, 573 )
Charge – (1,57 7 ) – (86)(1,260)(2,923)
Disposals – 1,489 – – 151 1,640
Movement in exchange rates – 161 – – – 161
Balance as at 27 February 2017(831)(5,992) – (1,113 )(4,759)(12 ,695 )
Charge – (3,028)( 718) – (1,398)( 5 ,14 4)
Disposals – 766 – 55 123 944
Movement in exchange rates – (133) – – – (133)
Balance as at 26 February 2018(831)(8,387)(718)(1,058)(6,034)(17, 028 )
Impairment charges are recognised in non-trading in the statement of comprehensive income.
Carrying amounts
Balance as at 29 February 201614, 57 0 2,960 – 623 2,396 20,549
Balance as at 27 February 201774,531 5, 813 – 537 3,480 84,361
Balance as at 26 February 2018220,926 17, 597 3,579 460 3,695 246,257
Goodwill
Goodwill arises on the acquisition of subsidiaries and business combinations. Goodwill is measured at cost less accumulated impairment losses.
Goodwill is allocated to cash generating units and is tested annually for impairment. Where the Group disposes of an operation within a cash
generating unit, the goodwill associated with the operation disposed of is part of the gain or loss on disposal. Goodwill disposed of in this manner
is measured based on the relative values of the operation disposed of and the portion of the cash generating unit retained.
Franchise costs
Franchise costs are those incurred in obtaining franchise rights or licences to operate quick service and take-away restaurant concepts. They include
for example, the initial fee paid to a system franchisor when a new store is opened. These are measured at cost less accumulated amortisation and
accumulated impairment costs. Amortisation is on a straight line basis over the life of the applicable franchise or licence agreement.
Concept development costs and fees
Concept development costs and fees include certain costs, other than the direct cost of obtaining the franchise, associated with the establishment
of quick service and takeaway restaurant concepts. These include, for example, professional fees and consulting costs associated with the
establishment of a new brand or business acquisition. These costs are capitalised where the concept is proven to be commercially feasible and
the related future economic benefits are expected to exceed those costs with reasonable certainty. These are subsequently measured at cost less
accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight line basis over the period which future
economic benefits are reasonably expected to be derived.
Acquired software costs
Software costs have a finite useful life. Software costs are capitalised and amortised on a straight line basis over the estimated economic life of
3-8 years.
Amortisation
Amortisation charge is recognised in cost of sales and non-trading items in the statement of comprehensive income.
$NZ000’s 20182017
Amortisation of intangibles5,144 2,923
Significant judgments and estimates – impairment testing
Impairment testing is an area where estimates and judgments have a significant risk of causing a material adjustment to the carrying
amount of the Group’s goodwill balances.
For the purpose of impairment testing, goodwill is allocated to the Group’s operating brands which represent the lowest level of cash-
generating unit within the Group at which the goodwill is monitored for internal management purposes.
$NZ000’s 20182017
KFC Australia97, 340 60,267
KFC New Zealand3,799 3,799
Pizza Hut New Zealand8,958 8,958
Carl's Jr. New Zealand – 1,507
Taco Bell and Pizza Hut Hawaii110 , 8 2 9 –
220,926 74,531
The recoverable amount of each cash-generating unit was based on its value in use.
Value in use was determined by discounting the future cash flows generated from the continuing use of the brand. Cash flows were
projected based on a three year strategic business plan as approved by the Board of Directors.
The key assumptions used for the value in use calculation are as follows:
2018
Sales growth
2019-2021
%
2018
EBITDA margin
2019-2021
%
2018
EBITDA margin
terminal year
%
2017
Sales growth
2018-2020
%
2017
EBITDA margin
2018-2020
%
2017
EBITDA margin
terminal year
%Brand
KFC New Zealand3.0 – 3.520.0 – 20.720.02.2 – 7.620.0 – 20.220.0
Pizza Hut New Zealand 3.0 – 3.59.4 – 10.512 . 51.0 – 2.510.0 – 10.510.0
Carl's Jr. New Zealand
2.07.5 – 8.59.8
1.7 – 3.55.0 – 9.011. 5
KFC Australia
4.0 – 4.515.716.0
2.2 – 5.115.715.0
Taco Bell and Pizza Hut Hawaii
3.0 – 5.06.8 – 20.010.5 – 20.0
n/an/an/a
The terminal year sales growth is calculated based on the 2021 year and assumes a continuous sales growth of a minimum of
projected inflation estimates of 2.5% (2017: 2.5%).
The discount rate applied to future cash flows for Carl’s Jr. New Zealand is based on a 10.9% weighted average post-tax cost of capital
(2017: 9.1%) applicable to a standalone CGU within the New Zealand segment. The discount rate for the remaining New Zealand CGU’s
was 8.9% weighted average post-tax cost of capital (2017: 9.1%). The discount rate applied to future cash flows for the KFC business
in Australia is based on a 8.7% weighted average post-tax cost of capital (2017: 10.2%). The discount rate applied to future cash flows
for the Taco Bell and Pizza Hut business in Hawaii is based on a 8.8% weighted average post-tax cost of capital.
The weighted average cost of capital calculation was reviewed in 2018 based on CAPM methodology using current market inputs.
The values assigned to the key assumptions represent management’s assessment of future trends in the industry and are based on
both external sources and internal sources (historical data).
Following the closure of a store under the Public Works Act and the revision of certain key assumptions in relation to the Carl’s Jr. CGU
including sales growth, EBITDA margin improvement and the WACC rate, a recoverable value of $16.3 million was arrived at,
resulting in a $1.2 million impairment of goodwill (2017: nil). Carl’s Jr. forms part of the New Zealand operating segment.
In respect of the New Zealand brands of KFC, Starbucks Coffee and Pizza Hut, any reasonably possible change in the key assumptions
used in the calculations would not cause the carrying amount to exceed its recoverable amount.
In respect of the Hawaii brands of Taco Bell and Pizza Hut, any reasonably possible change in the key assumptions used in the
calculations would not cause the carrying amount to exceed its recoverable amount.
In respect of the Australian KFC brand, any reasonably possible change in the key assumptions used in the calculations would
not cause the carrying amount to exceed its recoverable amount.
In respect of the Carl’s Jr. CGU, a reduction of more than 100 basis points in any of the key assumptions, taken in isolation,
could result in recoverable value being less than the book value of the specific assets of the CGU.
Restaurant Brands New Zealand LimitedAnnual Report 20187071
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
OTHER NOTES
16 . Taxation
Taxation – statement of comprehensive income
The total taxation charge is analysed as follows:
$NZ000’s Note20182017
Total profit before income tax for the period152 ,149 37,088
Total income tax expense
1(16,683)(11,13 3 )
Net profit after income tax35,466 25,955
Income tax using the Company’s domestic tax rate(28.0%)(14 ,602 )(28.0%)(10,385)
(Non-deductible expenses) and non-assessable income(2.0%)(1,051)(2.6%)(976)
Tax losses recognised – – 0.8%283
Adjustments due to different rate in different jurisdictions(2.0%)(1,030)( 0 .1%)(55)
(32.0%)(16,683)(30.0%)(11,13 3 )
Income tax expense comprises:
Current tax expense(17, 077)(13 ,16 8)
Deferred tax credit394 2,035
Net tax expense(16,683)(11,13 3 )
Imputation credits
$NZ000’s 20182017
Imputation credits available for subsequent reporting periods20,209 18,859
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:
• Imputation credits that will arise from the payment of the amount of the provision for income tax
• Imputation credits that will be utilised from the payment of dividends recognised as a liability at the reporting date; and
• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The current income tax for the period was calculated using the rate of 28% for New Zealand, 30% for Australia and 21% USA
(2017: 28% New Zealand and 30% Australia). The deferred tax balances in these financial statements have been measured using
the 28% tax rate for New Zealand, 30% for Australia and 21% for the USA (2017: 28% New Zealand and 30% Australia).
Taxation – balance sheet
The following are the major deferred taxation liabilities and assets recognised by the Group and movements thereon during the current
and prior year:
Assets Liabilities Net
$NZ000’s201820172018201720182017
Property, plant and equipment7, 317 4,735 – – 7, 317 4,735
Inventory44 33 – – 44 33
Debtors – – (18)(18)(18)(18)
Provisions4,129 3,462 – – 4,129 3,462
Intangibles192 1,361 33 – 225 1,361
Other 1,993 461 – (2)1,993 459
Ta x los ses1,265 293 – – 1,265 293
14 , 940 10,345 15 (20)14 , 955 10,325
$NZ000’s
Balance
29 February
2016
Opening
balances on
acquisition
of QSR
Recognised
in income
statement
Recognised
in equity
Foreign
currency
translation
Balance
27 February
2017
Property, plant and equipment2 , 9 51 11 1,766 – 7 4,735
Inventory33 – – – – 33
Debtors – (26)7 – 1 (18)
Provisions2,795 786 (82) – (37)3,462
Intangibles124 1,248 53 – (64)1,361
Other 91 – – 367 1 459
Ta x los ses – – 291 – 2 293
5,994 2,019 2,035 367 (90)10,325
$NZ000’s
Balance
27 February
2017
Opening
balances on
acquisitions
Recognised
in income
statement
Recognised
in equity
Foreign
currency
translation
Balance
26 February
2018
Property, plant and equipment4,735 2,400 184 – (2)7, 317
Inventory33 – 11 – – 44
Debtors(18) – – – – (18)
Provisions3,462 668 ( 251) – 250 4,129
Intangibles1,361 (2,553)1,097 – 320 225
Other 459 2,355 (422)(337)(62)1,993
Ta x los ses293 1,225 (225) – (28)1,265
10,325 4,095 394 (337)478 14 , 955
Current and deferred taxation are calculated on the basis of tax rates enacted or substantially enacted at reporting date, and are recognised in profit
or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is also recognised
in other comprehensive income or directly in equity, respectively.
Deferred income taxation is recognised in respect of temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are
expected to apply when the related deferred income tax asset is realised or the deferred tax liability is settled.
Deferred income tax assets are only recognised to the extent that it is probable that future taxable amounts will be available against which to utilise
those temporary differences.
Tax returns for the Group and the detailed calculations that are required for filing tax returns are not prepared until after the financial statements
are prepared. Estimates of these calculations are made for the purpose of calculating income tax expense, current tax and deferred tax balances.
Any difference between the final tax outcomes and the estimations made in previous years will affect current year balances.
The statement of comprehensive income and statements of cash flows have been prepared exclusive of Goods and Services Taxation (GST).
All items in the statement of financial position are stated net of GST, with the exception of receivables and payables, which include GST invoiced.
Restaurant Brands New Zealand LimitedAnnual Report 20187273
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
17. Provision for employee entitlements
$NZ000’s
Balance at 27 February 20171,977
Opening balance acquired on acquisition511
Created during the period527
Used during the period(375)
Released during the period(149)
Foreign exchange movements5
Balance at 26 February 20182,496
2018
Non-current813
Current1,683
Total2,496
The provision for employee entitlements is long service leave. The provision is affected by a number of estimates, including the expected
length of service of employees and the timing of benefits being taken. Once an employee attains the required length of service, the
employee has a period of five years in which to take this leave.
18. Deferred income
$NZ000’s
Balance at 27 February 20176,218
Opening balance acquired on acquisition 4,598
Created during the period1,222
Used during the period(2,053)
Foreign exchange movements(179)
Balance at 26 February 20189,806
2018
Non-current8,876
Current930
Total9,806
Deferred income relates to non-routine revenue from suppliers and landlords and is recognised in profit or loss in the statement of
comprehensive income on a systematic basis over the life of the associated contract.
19. Leases
Lease payments
$NZ000’s 20182017
Operating rental expenses40,452 27,054
Rent expenses reported in these financial statements relates to non-cancellable operating lease rentals. The future commitments on
these leases are as follows:
$NZ000’s 20182017
Not later than one year39,199 26,707
Later than one year but not later than two years32,905 23,599
Later than two years but not later than five years62,439 43,522
Later than five years66,166 30,990
200,709 124, 818
The lease periods vary and many have an option to renew. Lease payments are increased in accordance with the lease agreements to
reflect market rentals. The table below summarises the Group’s lease portfolio.
Right of renewalNo right of renewal
2018201720182017
Number of leases expiring:
Not later than one year38 14 24 6
Later than one year but not later than two years62 28 23 15
Later than two years but not later than five years56 78 27 21
Later than five years73 59 32 9
Operating leases
Payments made under operating leases are recognised in profit or loss in the statement of comprehensive income on a straight line basis over the
term of the lease. Lease incentives received are recognised as an integral part of the total lease expense over the term of the lease.
20. Related party transactions
Parent and ultimate controlling party
The immediate parent and controlling party of the Group is Restaurant Brands New Zealand Limited.
Transactions with entities with key management or entities related to them
During the period the Group made the following:
• Citywest Corp Pty Ltd of which Company director Stephen Copulos is a director, received rental payments of $74,000 (2017:
$431,000) from the Group, under an agreement to lease premises in Alexandria and Tamworth South, New South Wales, Australia
to Restaurant Brands Australia Pty Ltd and QSR Pty Ltd respectively. The Alexandria premises was sold to an unrelated party in
May 2017.
• Acquired services totalling $30,239 (2017: $25,000) from AsureQuality Limited, a company of which Company director Hamish Stevens
is a director. There was $517 owed at balance date (2017: $1,000 owing).
These transactions were at arm’s length and performed on normal commercial terms.
Key management and director compensation
Key management personnel comprises the Group CEO, Group CFO and the three divisional CEO’s.
$NZ000’s 20182017
Key management – total benefits2,499 3,329
Directors' fees398 357
The comparative figure has been adjusted to reflect the new divisional reporting structure. Included in 2017 was the $1.5 million bonus
payment to the Group CEO relating to the long term incentive scheme as disclosed in the 2016 financial statements.
Restaurant Brands New Zealand LimitedAnnual Report 20187475
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
Total Group CEO remuneration
$NZ000’s Salary
Short term
incentives
Long term
incentives
Total
remuneration
2018900 – – 900
2017768 185 1,493 2,446
Short term incentive scheme
A short term incentive scheme is in place for all support office employees. The incentive is based on achieving in excess of planned
results for the specific financial year. Any bonus payment to employees is at the discretion of the Remuneration and Nominations
committee. The maximum that can be received by the CEO is 50% of base salary.
Long term incentive scheme
On 14 August 2017, the Group established a Performance Rights Plan for the Group CEO, Russel Creedy, and Group CFO, Grant Ellis
(“the executives”).
Under the terms of the Plan if, in the five year period from the issue date of the performance rights, the Restaurant Brands closing
share price is at or exceeds $NZ10.00 for 40 consecutive trading days the executives will be issued Restaurant Brands ordinary shares
on a one-for-one basis on each performance right with no payment due to the Company. The executives must remain employed by
Restaurant Brands until the share price target is achieved for the performance rights to vest.
The number of performance rights issued under the Plan are as follows:
Number of performance rights
Russel Creedy252,000
Grant Ellis126,000
378,000
The fair value of the performance rights at grant date is measured using the Monte Carlo valuation model, and on this basis each
performance right is valued at $0.77.
Details of the long term incentive payment made in 2017 was disclosed in the 2016 financial statements.
21. Commitments
Capital commitments
The Group has capital commitments which are not provided for in these financial statements, as follows:
$NZ000’s 20182017
Store development4,293 955
22. Contingent liabilities
There are no contingent liabilities that the directors consider will have a significant impact on the financial position of the Group (2017: nil).
23. Business combinations
On 7 March 2017 the Group acquired 100% of the shares of Pacific Island Restaurants Inc. (“PIR”) for consideration of $US105 million.
PIR is the largest operator of quick service restaurants across Hawaii and also operates in Guam and Saipan. The business has 82 stores
and operates under the Taco Bell and Pizza Hut brands.
The acquisition was a strategic move into the Hawaii market, buying a well run profitable company which will provide a solid base for
future expansion opportunities.
The $US105 million purchase price was partially funded through the issue of shares by a renounceable entitlement offer and private
placement which was undertaken in the previous financial year, with the remainder funded through bank debt.
The following summarises the consideration paid for the company and the fair value of the assets acquired and liabilities assumed at
the acquisition date.
$NZ000’s
Purchase price149, 936
Less bank loans assumed(58,890)
Plus settlement adjustment4,859
Total net consideration95,905
Net consideration made up as follows:
Cash paid9 7,101
Completion refund due(1,19 6 )
Total net consideration95,905
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment27,320
Intangibles17,14 0
Deferred tax asset4,095
Stock890
Cash4,562
Other receivables284
Bank loans(58,890)
Current liabilities(10,539)
Term liabilities(4,598)
Other liabilities(54)
Total identifiable assets and liabilities(19,790)
Goodwill115 , 6 9 5
The valuation of intangibles is an area where estimates and judgments have a significant risk of causing a material adjustment to the fair
value of the recognised amounts of identifiable assets acquired and liabilities assumed. The Group have engaged a third party to value
the intangible assets related to the franchise agreement and favourable leases. The valuation was determined based on discounted cash
flow models. The Group have prepared the cash flows both with and without the existing franchise agreement factored into the model to
assess the value attributable to the existing franchise agreement.
PIR contributed $167.5 million in sales revenue and $3.9 million in profit after taxation attributable to shareholders in the period
ended 26 February 2018. Had PIR been consolidated for the 52 week period ended 26 February 2018, PIR would have contributed
$170.4 million in sales revenue and profit after taxation attributable to shareholders of $4.1 million.
On 21 March 2017 the Group acquired the business assets of five KFC stores located in New South Wales, Australia. Two KFC stores
were purchased from Samesa Pty Limited for a total purchase price of $A2.2 million, while the other three KFC stores were purchased
from Oshamma Pty Limited for a total purchase price of $A6.4 million. The stores contributed $11.8 million in sales revenue and
$0.5 million in profit after taxation attributable to shareholders in the period ended 26 February 2018. Had they been consolidated
for the 52 week period ended 26 February 2018, they would have contributed $12.7 million in sales revenue and profit after taxation
attributable to shareholders of $0.5 million.
On 17 July 2017 the Group entered into a conditional agreement with Vida Rica Pty Limited to acquire the business assets of three
KFC stores located in Sydney, Australia for a total purchase price of $A10.4 million. Two stores settled on 13 November 2017 and
one store on 15 January 2018. The stores contributed $2.1 million in sales revenue and $0.2 million in profit after taxation attributable
to shareholders in the period ended 26 February 2018. Had they been consolidated for the 52 week period ended 26 February 2018,
they would have contributed $9.3 million in sales revenue and profit after taxation attributable to shareholders of $0.7 million.
Restaurant Brands New Zealand LimitedAnnual Report 20187677
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
On 28 August 2017 the Group entered into three conditional agreements with Kentucky Fried Chicken Pty Limited, a subsidiary of Yum!
Restaurants International, to acquire the assets of ten KFC stores located in New South Wales, Australia for a total purchase price of
$A27.5 million. Seven stores settled on 16 October, one store settled on 23 October 2017 and the final two stores settled on 30 November
and 5 December 2017 respectively. The stores contributed $11.3 million in sales revenue and $0.9 million in profit after taxation attributable
to shareholders in the period ended 26 February 2018. Had they been consolidated for the 52 week period ended 26 February 2018, they
would have contributed $32.4 million in sales revenue and profit after taxation attributable to shareholders of $2.6 million.
The following summarises the consideration paid and the fair value of the assets acquired at the acquisition date.
$NZ000’s
Purchase price51,223
Plus settlement adjustment374
Total net consideration51,597
Recognised amounts of identifiable assets acquired and liabilities assumed
Property, plant and equipment14,0 0 4
Intangibles1,006
Deferred tax asset223
Other receivables83
Stock232
Cash59
Other liabilities(1,492)
Total identifiable assets14 ,115
Goodwill37, 482
24. Subsequent events
Dividends
The directors have declared a fully imputed final dividend of 18.0 cents per share for the 52 week period ended 26 February 2018
(2017: 13.5 cents).
There are no other subsequent events that would have a material effect on these accounts.
25. New standards and interpretations
Relevant standards, amendments and interpretations to existing standards that are not yet effective and have not been early
adopted by the Group
• NZ IFRS 16 Leases (effective for periods beginning on or after 1 January 2019) replaces the current guidance in NZ IAS 17. Under
NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance lease (on balance
sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future
lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional exemption for certain short-term
leases and leases of low-value assets; however, this exemption can only be applied by lessees. The Group intends to adopt NZ IFRS
16 on its effective date being for the year ended February 2020, and has yet to assess its full impact. However based on preliminary
assessments the Group has determined that NZ IFRS 16 will have a significant impact on the Group’s balance sheet and income
statement disclosures. The balance sheet will be impacted by the recognition of a right to use asset and a corresponding lease liability.
The income statement will be impacted by the recognition of an interest expense and amortisation expense and the removal of the
current rental expense. The full impact on these statements has yet to be finalised.
• NZ IFRS 15 Revenue from contracts with customers (effective from periods beginning on or after 1 January 2018) deals with
revenue recognition and establishes principles for reporting useful information to users of financial statements about the nature,
amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised
when a customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the good
or service. The standard replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction contracts’ and related interpretations. The Group
will apply NZ IFRS 15 from 27 February 2018. It is not expected to significantly impact the Group as all store sales revenue is settled in
cash at the point of sale.
• NZ IFRS 9 Financial Instruments (effective for periods beginning on or after 1 January 2018) addresses the classification,
measurement and recognition of financial assets and financial liabilities. The complete version of NZ IFRS 9 was issued in September
2014. It replaces the guidance in NZ IAS 39 that relates to the classification and measurement of financial instruments. The Group will
apply NZ IFRS 9 from 27 February 2018. It is not expected to materially impact the Group.
There are various other standards, amendments and interpretations which were assessed as having an immaterial impact on the Group.
There are no NZ IFRS, NZ IFRIC interpretations or other applicable IFRS that are effective for the first time for the financial year
beginning on or after 28 February 2017 that had a material impact on the financial statements.
26. Fees paid to auditor
$NZ000’s 20182017
Audit of financial statements
Audit and review of financial statements – PwC405 228
Other services - Performed by PwC
Specified procedures on landlord certificates 4 1
Review of Starbucks Coffee division report and Yum! Advertising Co-operative report 7 8
ASX listing assurance18 –
Executive remuneration benchmarking71 23
Total other services100 32
Total fees paid to auditor505 260
27. Donations
$NZ000’s 20182017
Donations244 115
28. Deed of Cross Guarantee
Pursuant to the Australian Securities and Investment Commission (ASIC) Class Order 98/1418, the wholly owed subsidiary, QSR Pty
Limited (QSR), is relieved from the Corporations Act 2001 requirement for the preparation, audit and lodgement of financial reports.
It is a condition of that class order that Restaurant Brands New Zealand Limited (RBNZ) and QSR enter into a Deed of Cross Guarantee
(Deed). On 9 February 2017 a Deed was executed between RBNZ, QSR, Restaurant Brands Australia Pty Limited and Restaurant Brands
Australia Holdings Pty Limited under which each company guarantees the debts of the others.
Set out below is the consolidated information for the 52 week period ended 26 February 2018 of the closed group consisting of RBNZ,
QSR, Restaurant Brands Australia Holdings Pty Limited and Restaurant Brands Australia Pty Limited.
$NZ000’s 20182017
Financial information in relation to:
(i) Statement of profit and loss and other comprehensive income
Operating revenue180,713 119 , 813
Earnings before interest and taxation (EBIT)35,896 26,708
Financial expenses(3,744)(2,285)
Profit before taxation32 ,152 24,423
Taxation expense(1,744)(1,097 )
Profit after taxation30,408 23,326
Items that may be reclassified subsequently to the statement of comprehensive income:
Exchange differences on translating foreign operations388 (2,575)
Share option reserve34 –
Derivative hedge reserve(83)(95)
Income tax relating to components of other comprehensive income24 28
Other comprehensive income net of tax363 (2,642)
Total comprehensive income30,771 20,684
(ii) Summary of movements in retained earnings
Retained earnings at the beginning of the period70,475 (44,207 )
Total comprehensive income30,771 20,684
Net dividends(28,868)(22,632)
Share capital issued5,105 116,630
Retained earnings at the end of the year77, 483 70,475
Restaurant Brands New Zealand LimitedAnnual Report 20187879
Notes to and forming part of the financial statements (continued)
for the 52 week period ended 26 February 2018
$NZ000’s 20182017
(iii) Statement of financial position
Non-current assets
Property, plant and equipment43,298 31,067
Intangible assets100,168 62,861
Deferred tax asset4,596 3,614
Investment in subsidiaries231,790 150, 396
Total non-current assets379,852 247,938
Current assets
Inventories769 468
Trade and other receivables17, 0 92 434
Cash and cash equivalents5,988 68,757
Total current assets23,849 69,659
Total assets403,701 317,597
Equity attributable to shareholders
Share capital148 , 491 14 3, 386
Reserves(2,467)(2,829)
Retained earnings(68,541)(70,082)
Total equity attributable to shareholders77, 483 70,475
Non-current liabilities
Provision for employee entitlements274 221
Amounts payable to subsidiaries44,522 44,522
Loans114 , 5 0 5 46,482
Total non-current liabilities159,301 91,225
Current liabilities
Income tax payable360 861
Creditors and accruals14 , 261 8,925
Provision for employee entitlements1,322 939
Amounts payable to subsidiaries150,464 14 4,745
Derivative financial instruments510 427
Total current liabilities166 , 917 155, 89 7
Total liabilities326,218 247,122
Total equity and liabilities403,701 317,597
Independent auditor’s report
To the shareholders of Restaurant Brands New Zealand Limited
The financial statements comprise:
– the consolidated statement of comprehensive income for the 52 week period ended 26 February 2018;
– the consolidated statement of changes in equity for the 52 week period ended 26 February 2018;
– the consolidated statement of financial position as at 26 February 2018;
– the consolidated statement of cash flows for the 52 week period ended 26 February 2018;
– the basis of preparation; and
– the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Restaurant Brands New Zealand Limited (the Company), including its subsidiaries (the Group),
present fairly, in all material respects, the financial position of the Group as at 26 February 2018, its financial performance and its cash
flows for the 52 week period ending 26 February 2018 in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards
on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance
Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board
for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Group in the areas of specified procedures on landlord certificates, review of
Yum! Advertising Co-operative report and Starbucks Coffee division report, ASX listing assurance, and executive remuneration
benchmarking. The provision of these other services has not impaired our independence as auditor of the Group.
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial statements are free from material
misstatement.
Overall Group materiality: $2.7 million, which represents 5% of profit before tax.
We chose profit before tax as the benchmark because, in our view, it is the benchmark against which the
performance of the Group is most commonly measured by users, and is a generally accepted benchmark.
We have determined that there are two key audit matters:
– Carrying value of Carl’s Jr. assets
– Valuation of identifiable intangible assets arising from the acquisition of Pacific Island Restaurants Inc.
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality
for the financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the
scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate on the financial statements as a whole.
Materiality
Audit scope
Key audit
matters
Restaurant Brands New Zealand LimitedAnnual Report 20188081
Audit scope
We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality.
As in all of our audits, we also addressed the risk of management override of internal controls including among other matters,
consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements
as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group
operates. Audits at each location are performed at a materiality level calculated by reference to a proportion of Group materiality
appropriate to the relative scale of the business concerned.
The operating segments, as defined in note one of the financial statements, were subject to audit procedures that were considered
appropriate for the size and nature of those segments.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements
of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matterHow our audit addressed the key audit matter
Carrying value of Carl’s Jr. assets
As disclosed in note 15 of the financial statements, management
has performed an impairment assessment of the carrying value
of the assets of the Carl’s Jr. cash generating unit (CGU). An
impairment charge of $1.2 million has been recognised against
the Carl’s Jr. goodwill.
Our audit has focused on the assets associated with the Carl’s Jr.
CGU as there is an impairment risk associated with the CGU, given
the sensitivity of the judgements made and the closure of a store
under the Public Works Act.
Management assesses impairment annually by performing a value
in use assessment using a discounted future cash flow model
based on forecast future performance. The recoverability of the
assets is therefore dependent on achieving sufficient future cash
flows.
The preparation of forecast future cash flows requires the
application of significant judgement over key assumptions such
as sales growth, EBITDA margins and WACC. Management has
performed sensitivity analysis over these assumptions.
We performed the following audit procedures in relation to the
Carl’s Jr. impairment assessment:
– Held discussions with management and understood the process
undertaken and basis for determining the key assumptions in
preparing forecasted future performance;
– Engaged our auditor’s valuation expert to assist us in evaluating
the assumptions, and methodology used; and
– Challenged management on key assumptions, including the
sales growth, EBITDA margins and WACC.
In relation to the forecast performance, we performed the
following procedures:
– Tested the arithmetical accuracy of the discounted cash
flow model used to determine the value in use of the cash
generating unit;
– Reviewed historical years’ actual performance for Carl’s Jr.
against the original budgeted performance to determine the
reliability of the budgeting process;
– Assessed forecast cash flows and key assumptions against
historical trading performance;
– Performed sensitivity analysis over key assumptions to
determine whether reasonably possible changes would result
in impairment of assets; and
– Reviewed the financial statements to ensure appropriate
identification and disclosure of key assumptions and the
sensitivity of the value in use to those assumptions.
We assessed the impairment recognised against the procedures
we performed and concluded the impairment charge fell within
the possible outcomes we considered. The related disclosures in
the financial statements are appropriate.
Independent auditor’s report (continued)
Key audit matterHow our audit addressed the key audit matter
Valuation of identifiable intangible assets arising from the
acquisition of Pacific Island Restaurants Inc.
As disclosed in note 23 of the financial statements, the Group
acquired 100% of the shares of Pacific Island Restaurants Inc.
(PIR), on 7 March 2017, for net consideration of NZ$96 million.
The purchase price included identifiable tangible and intangible
assets acquired and liabilities assumed. Management undertook
a process to identify and determine the fair value of these assets
and liabilities.
Identifiable intangible assets relating to franchise rights and
favourable leases held by PIR were identified and valued at a total
of $17.1 million by third parties.
Our audit focused on this area because significant judgements
and assumptions are involved in determining fair value of the
identifiable intangible assets.
In responding to the significant judgements involved in identifying
and valuing the identifiable intangible assets our audit procedures
included:
– We met with management and obtained an understanding
of the business process undertaken to identify and value the
assets acquired and liabilities assumed;
– Reviewed the sale and purchase agreement and other key
contracts and documents related to the acquisition to identify
intangible assets that had been acquired;
– Considered whether identification and recognition of intangible
assets was consistent with the requirements of the accounting
standards;
– Challenged key assumptions used in the valuation models; and
– Considered whether the relevant disclosures were appropriate.
The results of our audit procedures were consistent with
management’s calculations and conclusion.
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information included
in the annual report and we do not, and will not, express any form of assurance conclusion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date
of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard, except that not all other information was available to us at the date of our signing.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in
accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Restaurant Brands New Zealand Limited82Annual Report 201883
Independent auditor’s report (continued)
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s
website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those
matters which we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work,
for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jonathan Skilton.
For and on behalf of:
Chartered Accountants Auckland
17 April 2018
Other
information
ContentsPage
Shareholder information
84
Statutory information
86
Statement of corporate governance
89
Corporate directory
97
Financial calendar
97
Restaurant Brands New Zealand LimitedAnnual Report 20188485
1. Stock exchange listings
The Company’s ordinary shares are dual listed on the main board equity securities markets operated by the NZX and ASX.
2. Distribution of security holders and security holdings
Size of HoldingNumber of security holdersNumber of securities
1 to 9991,60122.57%787,8740.64%
1,000 to 4,9993,55250.08%7,747,8326.27%
5,000 to 9,99997213.7 0 %6,584,8815.33%
10,000 to 49,99986812. 24%15,853,20212. 82%
50,000 to 99,999580.82%3,760,3833.04%
100,000 to 499,999300.42%5,767,4254.66%
500,000+120 .17 %8 3 ,12 7,74 667.24%
7,093100.00%123,629,343100.00%
Geographic distribution
New Zealand6,85996.70%122,501,13999.09%
Australia1301.83%583,3960.47%
Rest of world1041.47%544,8080.44%
7,093100.00%123,629,343100.00%
3. 20 largest registered holders of quoted equity securities
Number of
ordinary
shares
Percentage
of ordinary
shares
New Zealand Central Securities Depository Limited 6 7,129, 9 4754.30%
FNZ Custodians Limited 4,647,0093.76%
Investment Custodial Services Limited <A/C C>2,257,8701.83%
Forsyth Barr Custodians Limited <1-Custody>1,527,5771.24%
PT (Booster Investments) Nominees Limited 1,293,3421.05%
Custodial Services Limited <A/C 4>1,250,9421.01%
Custodial Services Limited <A/C 3>1,14 6 , 56 80.93%
JA Hong Koo & Pyung Keum Koo 1,029,0000.83%
New Zealand Depository Nominee Limited <A/C 1> cash account921,3420.75%
Custodial Services Limited <A/C 2>74 5 , 2510.60%
Matthew Charles Goodson & Dianna Dawn Perron & Goodson & Perron Independent
Trustee Limited <Goodson & Perron Family A/C>601,5060.49%
Custodial Services Limited <A/C 18>57 7,3920.47%
FNZ Custodians Limited <DTA Non Resident A/C>498,3350.40%
David Mitchell Odlin 335,2770.27%
Russel Ernest George Creedy 319,6010.26%
Custodial Services Limited <A/C 1>318,6940.26%
Investment Custodial Services Limited <A/C R>316,2820.26%
Custodial Services Limited <A/C 16>272,9330.22%
David George Harper & Karen Elizabeth Harper 230,7710.19%
Antony Richard Kerr & Peter Michael Clerk <A R Kerr Family A/C>210,0000 .17 %
85,629,63969.26%
Shareholder information
as at 16 April 2018
New Zealand Central Security Depository Limited (NZCSD) is a depository system which allows electronic trading of securities to its
members. As at 16 April 2018, the NZCSD holdings in Restaurant Brands were:
Number of
ordinary
shares
Percentage
of ordinary
shares
HSBC Nominees (New Zealand) Limited 17,999,580 14. 56%
Citibank Nominees (New Zealand) Limited 17,087,612 13. 82%
Tea Custodians Limited Client Property Trust Account 9,364,852 7.57%
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited 4,209,861 3 .41%
BNP Paribas Nominees (NZ) Limited 4,012,947 3.25%
National Nominees New Zealand Limited 3,130,782 2.53%
Accident Compensation Corporation 2,799,560 2.26%
JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct 2,770,275 2.24%
HSBC Nominees (New Zealand) Limited A/C State Street 1,639,597 1.33%
ANZ Wholesale Australasian Share Fund 1,335,026 1.08%
BNP Paribas Nominees (NZ) Limited 949,975 0.7 7%
Mint Nominees Limited 562,493 0.45%
New Zealand Permanent Trustees Limited 389,745 0.32%
BNP Paribas Nominees (NZ) Limited 349,268 0.28%
ANZ Wholesale NZ Share Fund 260,885 0.21%
ANZ Custodial Services New Zealand Limited 152,18 8 0 .12 %
New Zealand Permanent Trustees Limited 64,283 0.05%
Public Trust Class 10 Nominees Limited 51, 018 0.04%
67,129, 94754.30%
4. Substantial product holders
The following persons had given notices as at 26 February 2018, in accordance with subpart 5 of part 5 of the New Zealand Financial
Markets Conduct Act 2013 that they were substantial product holders in the Company and held a relevant interest in the number of ordinary
shares shown below.
Date of
Notice
Number of
ordinary
shares
Percentage
of voting
securities
Stephen Copulos4 December 201710,648,6108.62%
Fisher Funds Management Limited28 August 201710,158,6538.22%
The number of ordinary shares listed above are as per the last substantial product holder notice filed as at 26 February 2018. As this
notice is required to be filed only if the total holding of a shareholder changes by 1% or more since the last notice filed, the number noted
in this table may differ from that shown in the list of 20 largest holdings of quoted equity securities on page 84.
5. Shares on issue
As at 26 February 2018, the total number of ordinary shares of the company was 123,629,343.
6. Directors’ security holdings
As at 26 February 2018:
Equity securities held
20182017
E K van Arkel160,609158 , 366
D Beguely50,000–
S Copulos10,648,61010,461, 813
7. NZX waivers
No waivers have been granted by the NZX during the financial year ended 26 February 2018.
Restaurant Brands New Zealand LimitedAnnual Report 20188687
1. Directorships
The names of the directors of the Company as at 26 February 2018 are set out on pages 38 and 39 of this annual report.
E K van Arkel is a director of all of the Group’s subsidiary companies.
H W Stevens is a director of all of the Group’s subsidary companies except for Restaurant Brands Australia Pty Limited.
S Copulos is a director of Restaurant Brands Australia Pty Limited, Restaurant Brands Australia Holdings Pty Limited and
QSR Pty Limited.
G R Ellis is a director of Restaurant Brands Australia Pty Limited.
2. Directors and remuneration
NZ$000’sBoard Fees
Audit and Risk
Committee
Health and Safety
Committee
Remuneration
and Nominations
Committee
Total
Remuneration
E K van Arkel125125
H W Stevens651075
V Taylor65570
S Copulos6565
D Beguely
1
60363
3801035398
1. Appointed as a director on 1 April 2017.
3. Entries recorded in the interests register
The follow entries were recorded in the interests register of the Company and its subsidiaries during the year ended 26 February 2018:
(a) Share dealings of Directors
Purchase
date
Number of
shares
purchased
D Beguely25 October 201725,000
D Beguely1 November 201725,000
E K van Arkel
1
30 November 20172,243
S Copulos
1
30 November 2017186,79 7
1. Shares acquired as part of the Company’s DRP.
No shares were sold by directors during the 52 week period ended 26 February 2018.
(b) Loans to Directors
There were no loans to directors during the 52 week period ended 26 February 2018.
Statutory information
For the 52 week period ended 26 February 2018
(c) General disclosure of interest
During the 52 week period ending 26 February 2018 and in accordance with section 140 (2) of the Companies Act 1993, directors
of the Company have made general disclosures of interest in writing to the board of positions held in other named companies or parties
as follows:
NamePositionParty
E K van ArkelDirector and ShareholderLang Properties Limited
Director and ShareholderVan Arkel & Co Limited
Director AWF Madison Group Limited
Director Danske Mobler Limited
Director Auckland Regional Chamber of Commerce & Industry Limited
Director Abano Healthcare Group Limited
Director Philip Yates Family Holdings Limited (and subsidiaries)
H W StevensChairmanThe Kennedys Limited
ChairmanEast Health Services Limited (and subsidiaries)
ChairmanBureau Veritas AsureQuality Pty Limited (and subsidiaries)
Independent ChairmanAudit and Risk Sub-Committee, Waikato Regional Council
DirectorCounties Power Limited (and subsidiaries)
DirectorAsureQuality Limited
DirectorSmart Environmental Holdings Limited (and subsidiaries)
DirectorOrmiston Health Properties Limited
Director and ShareholderGovernance & Advisory Limited
DirectorPharmaco (N.Z.) Limited (and subsidiaries)
DirectorBotany Health Hub Limited
S CopulosManaging DirectorCopulos Group of Companies
DirectorCitywest Corp Pty Ltd
DirectorEyeon no 2 Pty Ltd
DirectorEyeon QSR Pty Ltd
DirectorOver 50 private companies and trusts within the Copulos Group
Chairman and Major ShareholderCrusader Resources Limited*
Director and Major ShareholderBlack Rock Mining Limited
Chairman and Major ShareholderConsolidated Zinc Limited
DirectorShepparton Art Museum Foundation
DirectorCopulos Foundation Private Ancillary Fund
V TaylorDirectorReal Journeys Limited
Director and ShareholderUgly Duckling Trading Limited
General Manager and ShareholderSmartfoods Limited
D BeguelyAdvisory Board MemberBeak & Johnston Pty Ltd
DirectorTiakarete Pty Ltd
Board memberAlliance for Gambling Reform
* S Copulos resigned as chairman and director subsequent to balance date.
(d) Directors’ indemnity and insurance
The Company has insured all its directors and the directors of its subsidiaries against liabilities to other parties (except the Company
or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from
criminal actions.
The Company has executed a deed of indemnity indemnifying all directors to the extent permitted by section 162 of the Companies
Ac t 1993.
Restaurant Brands New Zealand LimitedAnnual Report 20188889
4. Employees’ remuneration
During the period the following number of employees or former employees received remuneration of at least $100,000:
Number of employees
20182017
$100,000–$109,999175
$110,000–$119,99986
$120,000–$129,99965
$130,000–$139,99997
$140,000–$149,99952
$150,000–$159,99933
$160,000–$169,9991–
$170,000–$179,9991–
$180,000–$189,99944
$210,000–$219,99922
$220,000–$229,99912
$230,000–$239,99922
$240,000–$249,99921
$250,000–$259,9993–
$260,000–$269,9991–
$270,000–$279,999–2
$360,000–$369,9992–
$370,000–$379,9991–
$410,000–$419,999–1
$420,000–$429,9991–
$430,000–$439,9991–
$890,000–$899,9991–
$2,440,000–$2,449,999–1
7143
5. Subsidiary company directors
No employee of the Company appointed as a director of the Company or its subsidiaries receives, or retains any remuneration or benefit,
as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings for
remuneration disclosure under note 4 above.
Statement of corporate governance
For the 52 week period ended 26 February 2018
Overview
Restaurant Brands New Zealand Limited (the Company) is listed on the NZX Main Board and as a Foreign Exempt Listing on the ASX
(both under the ticker code “RBD”).
The board is committed to having best-practice governance structures and principles and to following the guiding values of the Company:
integrity, respect, continuous improvement and service. In this part of the annual report, we provide an overview of the Company’s
corporate governance framework. It is structured to follow the recommendations set out in the NZX Corporate Governance Code 2017
(the “NZX Code”) and discloses how the Company is applying these recommendations.
The board considers that as at 26 February 2018, the corporate governance practices it has adopted are in compliance with the NZX Code.
Principle 1 – Code of ethical behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being
followed throughout the organisation.”
Group Ethical Conduct Policy
The Company’s Group Ethical Conduct Policy sets out the ethical standards the board expects all directors, officers, employees,
contractors and agents to adhere to when they represent the Company and its subsidiaries. The policy covers a wide range of areas
including: standards of professional behaviour, compliance with laws and policies, conflicts of interest, gifts and entertainment and proper
use of Company assets and information. The policy requires the reporting of breaches (or suspected breaches) of the policy.
In addition, each geographic business unit of the Group (i.e. New Zealand, Australia and Hawaii) (referred to as a Local Operating
Division) is empowered to adopt specific policies and/or procedures that complement, enhance or supplement the general standards set
out in the Group Ethical Conduct Policy if appropriate for that Local Operating Division.
The Group Ethical Conduct Policy is available on the Company’s website and is subject to biennial reviews (next review scheduled for
December 2019).
Interests register
The board maintains an interests register. In considering matters affecting the Company, directors are required to disclose any actual or
potential conflicts. Where a conflict or potential conflict has been disclosed, the director takes no further part in receipt of information or
participation in discussions on that matter.
Group Securities (Insider Trading) Policy
The Group Securities (Insider Trading) Policy details the Company’s securities trading policy and includes restrictions on and procedures
for directors and employees trading in the Company’s financial products. In particular, the policy:
• prohibits trading by an individual holding non-public material information about the Company;
• requires all directors, officers, employees and contractors of the Company to obtain permission before trading can occur; and
• prohibits directors, the Group CEO, Group CFO and direct reports to the Group CEO and Group CFO from trading outside of set
eight week trading windows that follow:
o
the release of half and full year results; or
o
the issuance of a “cleansing statement” under the Financial Markets Conduct Act 2013.
Principle 2 – Board composition and performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and perspectives.”
Responsibilities of the board
The board is responsible for the proper direction and control of the Company’s activities and is the ultimate decision-making body of the
Company. The board has adopted a formal Board Charter detailing its authority, responsibilities, membership and operation. The Board
Charter is available for viewing on the Company’s website.
The key responsibilities of the board under the Board Charter include setting strategic direction, approval of significant expenditures,
policy determination, stewardship of the Company’s assets, identification of significant business risks, legal compliance and monitoring
management performance.
Statutory information (continued)
For the 52 week period ended 26 February 2018
Restaurant Brands New Zealand LimitedAnnual Report 20189091
Delegation
The board has delegated responsibility for the day-to-day leadership and management of the Company to the Group CEO who is required
to do so in accordance with board direction. The Group CEO’s performance is reviewed each year by the board. The review includes a
formal performance appraisal against measured objectives together with a qualitative review.
The board has approved a schedule of delegated authorities affecting all aspects of the Company’s operation. This is reviewed from
time to time as to appropriateness and levels of delegation.
Composition and focus
The Company’s constitution prescribes a minimum of three directors and, as at 17 April 2018, the board is comprised of five
non-executive directors (including the Chairman). Profiles of the current directors, together with a summary of skill sets, are included in
the “Board of Directors” section of this annual report and on the Company’s website.
As at 26 February 2018, Ted van Arkel, David Beguely, Hamish Stevens and Vicky Taylor were considered by the board to be
independent under the NZX Main Board Listing Rules. Stephen Copulos was considered not to be independent as he represents a
significant shareholding.
The board does not have a policy on a minimum number of independent directors.
The roles of Chairman of the board and Group CEO are exercised by separate persons. In addition to committee responsibilities (below),
individual board members work directly with management in major initiatives such as acquisitions and asset rationalisations.
Shareholding
There is no prescribed minimum shareholding for directors, although some do hold shares in the Company (refer to the “Shareholder
Information” section of this annual report for more detail).
Directors may purchase shares upon providing proper notice of their intention to do so and in compliance with the operation of the
Company’s Group Securities (Insider Trading) Policy (see above).
Nomination and appointment
The board has adopted a Director Nomination and Appointment Procedure. This procedure is administered by the Remuneration and
Nominations Committee and includes guidelines relating to board composition, considerations for new director appointments and the
process by which potential directors are nominated and assessed.
Written agreement
The Director Nomination and Appointment Procedure requires the terms of appointment for all new directors to be set out in a formal
letter of appointment and also stipulates that new directors are to receive induction training regarding the Company’s values and
culture, governance framework, the Group Ethical Conduct Policy, Board and Committee policies, processes and key issues, financial
management and business operations.
Diversity
The Company and the board are committed to promoting a diverse and inclusive workplace. This is outlined in the Group Diversity Policy
which is available on the Company’s website. The Company endeavours to ensure diversity at all levels of the organisation to ensure a
balance of skills and perspectives are available in the service of its shareholders and customers.
As at 26 February 2018, the gender balance of the Company’s directors, officers and all employees is as follows:
DirectorsOfficers
*
Employees
201820172018201720182017
Female1 20%1 25%– 0%5 38%4 , 274 47%2,913 50%
Male4 80%3 75%5 100 %8 62%4,782 53%2,863 50%
Tot al5 100 %4 100%5 100 %13 100%9,056 100 %5,776 100%
* “Officers” is defined in the NZX Listing Rules as only including those members of management who report directly to the board or report directly to a person who
reports to the board. Following the Company’s corporate restructure in 2017, the Group CEO is the only direct report to the board and the Group CFO and three
Local Operating Division CEOs are the only direct reports to the Group CEO.
The Group Diversity Policy requires the Remuneration and Nominations Committee to develop and recommend to the board a set of
measurable goals for the Company to drive achievement of the objectives of the policy. The board, Remuneration and Nominations
Committee and management are in the process of finalising these goals for FY19.
Statement of corporate governance (continued)
for the 52 week period ended 26 February 2018
Board appraisal and training
The board has adopted a performance appraisal programme by which it biennially monitors and assesses individual and board performance.
A review covering the performance of the board, the board committees and individual directors against the relevant charters, corporate
governance policies and agreed goals and objectives was carried out with the assistance of an external facilitator in January 2018.
The Company does not impose any specific training requirements on its directors but does expect all directors to carry out appropriate
training to enable them to effectively perform their duties. New directors complete an induction programme with company senior management.
Access to resources and advice
Directors may seek their own independent professional advice to assist with their responsibilities. During the 2018 financial year, no
director sought their own independent professional advice, but the board sought external advice and/or assistance with respect to:
• market levels of director and senior executive remuneration;
• structure of the senior executive long term incentive scheme;
• business valuation considerations; and
• board performance evaluations.
Re-election
Under the terms of the constitution, one third of the directors (currently two) are required to retire from office at the Company’s Annual
Shareholders’ Meeting but may seek re-election at that meeting.
Meetings
The board normally meets ten to twelve times a year and, in addition to reviewing normal operations of the Company, approves a strategic
plan and annual budget each year.
Board meetings are usually scheduled annually in advance, although additional meetings may be called at shorter notice.
Directors receive formal proposals, management reports and accounts in advance of all meetings.
The Group CEO and Group CFO are regularly invited to attend board meetings and participate in board discussion. Directors also meet with
other senior executives on items of particular interest.
Board and committee meeting attendance for the period ended 26 February 2018 was as follows:
Name
Board
meetings
held
Board
meetings
attended
Audit
and Risk
Committee
meetings
held
Audit
and Risk
Committee
meetings
attended
Health
and Safety
Committee
meetings
held
Health
and Safety
Committee
meetings
attended
Remuneration
and Nominations
Committee
meetings held
Remuneration
and Nominations
Committee
meetings attended
E K van Arkel109221111
H W Stevens1010221111
S Copulos1010221111
V Taylor 1082–1111
D E Beguely *109221111
* Appointed 1 April 2017.
Restaurant Brands New Zealand LimitedAnnual Report 20189293
Principle 3 – Board committees
“The board should use committees where this will enhance effectiveness in key areas, while retaining board responsibility.”
From amongst its own members, the board has appointed the following permanent committees:
Audit and Risk Committee
The members of the Audit and Risk Committee are Hamish Stevens (Chair), Ted van Arkel, David Beguely, Stephen Copulos and Vicky Taylor.
This committee is constituted to monitor the veracity of the financial data produced by the Company, ensure controls are in place to
minimise the opportunities for fraud or for material error in the accounts and to oversee the operation of the Company’s Risk Management
Framework (discussed in more detail in the “Risk Management Framework” section under Principle 6). A majority of the committee’s
members must be independent directors and executive directors may not be members of the committee.
The Audit and Risk Committee meets two to three times a year. External auditors of the Company, senior management and executives
performing internal audit management from within the Company attend by invitation. The external auditors also meet separately with the
Audit and Risk Committee with no members of management present.
The Audit and Risk Committee has adopted a charter setting out the parameters of its relationship with internal and external audit functions.
The charter (which is available on the Company’s website) requires, among other things, five yearly reviews of the external audit relationship
and audit partner rotation.
Remuneration and Nominations Committee
The members of the Remuneration and Nominations Committee are Vicky Taylor (Chair), Ted van Arkel, David Beguely, Stephen Copulos
and Hamish Stevens. This committee is constituted to administer the Director Nomination and Appointment Procedure, approve
appointments of senior executives of the Company (principally the Group CEO and those reporting directly to the Group CEO) and make
recommendations to the board in relation to terms of remuneration for non-executive directors and senior executives. It also reviews any
company-wide incentive and share option schemes as required and recommends remuneration packages for directors to the shareholders.
The Remuneration and Nominations Committee has adopted a written charter which is available on the Company’s website.
Health and Safety Committee
The members of the Health and Safety Committee are David Beguely (Chair), Ted van Arkel, Stephen Copulos, Hamish Stevens and
Vicky Taylor. This committee is constituted to assist the board to provide leadership and policy in discharging its health and safety
governance duties. In particular, the Health and Safety Committee is responsible for administering the Company’s Health and Safety
Framework, monitoring and assessing the Company’s health and safety performance and developing health and safety targets/objectives
for the business.
The Terms of Reference for the Health and Safety Committee are set out in the Board Health and Safety Charter which is available
on the Company’s website.
Other sub-committees may be constituted and meet for specific ad-hoc purposes as required.
Takeover protocols
The board has adopted a set of Takeover Procedures and Protocols to be followed if there is a takeover offer for the Company.
The Takeover Procedures and Protocols provides for the formation of a committee of independent directors to consider and manage
a takeover offer in accordance with the Takeovers Code.
Principle 4 – Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”
Continuous Disclosure Policy
The board and Company are committed to promoting shareholder and market confidence through open, timely and accurate
communication in compliance with the Company’s continuous disclosure obligations under the NZX and ASX Listing Rules and the
Financial Markets Conduct Act 2013. The Company’s Group Continuous Disclosure Policy contains processes and procedures for
ensuring that there is full and timely disclosure of market sensitive information to all shareholders and other market participants and
also outlines the responsibilities in relation to the identification, reporting, review and disclosure of material information. The board has
appointed a Disclosure Officer to administer this policy.
Charters and policies
Copies of the Company’s key governance documents (including the Board Charter, Committee Charters, Group Diversity Policy, Group
Continuous Disclosure Policy, Group Director and Senior Executive Remuneration Policy, Group Code of Ethical Conduct and Group
Securities (Insider Trading) Policy are available in the “Governance” section of the Company’s website.
Financial reporting
The board is committed to ensuring integrity and timeliness in its financial reporting and providing information to shareholders and the
wider market which reflects a considered view on the present and future prospects of the Company.
The Audit and Risk Committee oversees the quality and integrity of the Company’s external financial reporting including the accuracy,
completeness, balance and timeliness of financial statements. It reviews the Company’s full and half year financial statements and makes
recommendations to the board concerning the application of accounting policies and practice, areas of judgement, compliance with
accounting standards, stock exchange and legal requirements as well as the results of the external audit.
While the Audit and Risk Committee ultimately oversees the quality of the Company’s external financial reporting, the Company’s
management also provides confirmation in writing to the board that the Company’s external financial reports represent a true and fair
representation of the financial performance of the Company.
Non-financial reporting
The Company’s Environmental, Social and Governance report is set out earlier in this annual report. The Company recognises that it
is in the early stages of reporting on non-financial information and intends to develop and adopt a formal environmental, social and
governance reporting framework for the 2019 annual report.
Principle 5 - Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Board remuneration
The Company’s approach to the remuneration of directors and senior executives is set out in the Company’s Director and Senior
Executives Remuneration Policy. The board’s Remuneration and Nominations Committee reviews director and senior executive
remuneration and makes recommendations to the board after taking into account the requirements of the policy. The Remuneration
and Nominations Committee’s membership and role are set out in more detail under Principle 3 above.
The current total pool of director fees authorised at the Annual Shareholders’ Meeting on 22 July 2016 is $400,000 per annum.
On 22 July 2016, the board approved an increase in directors’ fees from $60,000 to $65,000 for each non-executive director and from
$100,000 to $125,000 per annum for the Chairman. In addition, the board approved annual fees of $10,000 to the Chair of the Audit
and Risk Committee and $5,000 to the Chairs of each of the Remunerations and Nominations Committee and the Health and Safety
Committee. Refer to the Statutory Information section of this annual report for more detail.
The Notice of Annual Meeting circulated to shareholders at the time of publication of this annual report includes a proposal for
shareholder consideration to increase the pool of director fees from $400,000 per annum to $475,000 per annum to provide for
increases in:
• the base director fee from $65,000 to $75,000 per director per annum;
• the fee for the board Chairman from $125,000 to $145,000 per annum;
• the additional fee for the Chair of the Audit and Risk Committee from $10,000 to $15,000 per annum; and
• the additional fees for the respective Chairs of the Remuneration and Nominations Committee and Health and Safety Committee
from $5,000 per annum to $7,500 per annum.
No directors currently take a portion of their remuneration under a performance-based equity compensation plan, although a number of
directors do hold shares in the Company. Directors do not receive additional remuneration or benefits in connection with any directorship
they may hold of subsidiaries of the Company.
The terms of any retirement payments to directors are prescribed in the Company’s constitution and require prior approval of
shareholders at a general meeting. No retirement payments have been made to any director.
The Company has insured all of its directors and the directors of its subsidiaries against liabilities to other parties (except the Company
or a related party of the Company) that may arise from their position as directors. The insurance does not cover liabilities arising from
criminal actions.
The Company has executed a Deed of Indemnity, indemnifying all directors to the extent permitted by section 162 of the Companies
Ac t 1993.
Group Chief Executive Officer remuneration
The remuneration arrangements in place for the Group CEO consist of a base salary, short term incentive scheme and a long term
incentive scheme. Details of the Group CEO remuneration arrangements (including the amounts paid in 2017 and 2018 financial years)
are set out in Note 20 in the 2018 financial statements in this annual report.
Statement of corporate governance (continued)
for the 52 week period ended 26 February 2018
Restaurant Brands New Zealand LimitedAnnual Report 20189495
Principle 6 - Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The board should regularly
verify that the issuer has appropriate processes that identify and manage potential and material risks.”
Risk management framework
The Company has a Risk Management Framework for identifying, monitoring, managing and controlling the material risks faced by the
business. While the board is ultimately responsible for the effectiveness of the Company’s Risk Management Framework, the Risk and
Audit Committee administers the Risk Management Framework and:
• receives and reviews regular risk reporting from management;
• provides recommendations to the board in relation to:
o
key/material risk identification and appetite levels;
o
whether the Company’s processes for managing risks are sufficient; and
o
incidents involving serious fraud or other material break-down/failing of the Company’s internal controls;
• periodically reviews:
o
key/material risks that have been identified and the controls in place to manage them; and
o
the Company’s business activities to identify likely sources of new risks; and
• confirms the robustness of the Risk Management Framework to the board on an annual basis.
The Committee is required to review the Risk Management framework at least biennially and conducts regular deep dive assessments
of each key/material risk to the Company’s business and the associated business controls management have put in place to manage/
mitigate these risks.
In managing the Company’s business risks, the board approves and monitors additional policies and processes in such areas as:
• Internal audit – regular checks are conducted by operations and financial staff on all aspects of store operations.
• Treasury management – exposure to interest rate and foreign exchange risks is managed in accordance with the Company’s
treasury policy.
• Financial performance – full sets of management accounts are presented to the board at every meeting. Performance is measured
against an annual budget with periodic forecast updates.
• Capital expenditure – all capital expenditure is subject to relevant approval levels with significant items approved by the board.
The board also monitors expenditure against approved projects and approves the capital plan.
Insurance
The Company has insurance policies in place covering most areas of risk to its assets and business. These include material damage and
business interruption cover at all of its sites. Policies are reviewed and renewed annually with reputable insurers.
Health and safety
The Company’s Health and Safety Committee is responsible for reviewing and making recommendations to the board in respect of the
Company’s health and safety policies, procedures and performance. The Committee’s primary responsibility is to ensure that the systems
used to identify and manage health and safety risks are fit for purpose and are being effectively implemented, reviewed and continuously
improved. The Committee is also responsible for developing health and safety targets/objectives for the business.
Management and the Committee receive detailed reporting on lead and lag indicators of health and safety performance including health
and safety incidents, injury rates by severity and mechanism, identified hazards and outputs from local, area and regional employee
health and safety forum meetings. The Company has dedicated health and safety experts who investigate incidents, analyse hazard/
incident trends to identify and mitigate potential health and safety risks and review, develop and monitor compliance with health and
safety processes and procedures.
At an individual store level, comprehensive policies and procedures for carrying out tasks in a safe manner are in place and regularly
reviewed to ensure they remain fit-for-purpose. Staff are trained in these policies and procedures as part of their induction. Registers are
kept of potential hazards at each store and regular reviews/audits of compliance with health and safety processes and procedures are
carried out by internal staff and external providers.
Reporting of lag indicators of health and safety performance is contained in the Environmental, Social and Governance Section of this
annual report. It is expected that more comprehensive reporting on the Company’s health and safety performance will be provided in the
future under the Company’s environmental, social and governance framework.
Statement of corporate governance (continued)
for the 52 week period ended 26 February 2018
Principle 7 – Auditors
“The board should ensure the quality and independence of the external audit process.”
External auditor
Oversight of the Company’s external audit arrangements is the responsibility of the Audit and Risk Committee. The Committee operates
under the Audit and Risk Committee Charter which (among other things) requires the Committee to:
• recommend the appointment of the external auditor;
• set the remuneration and review the performance of the external auditor;
• ensure the relationship with the external auditor is reviewed every five years and that the audit partner is rotated after five years;
• set the scope and work plan of the annual audit and half year review (along with the external auditor and management);
• ensure that no unreasonable restrictions are placed on the external auditor by the board or management;
• ensure that open lines of communication are maintained between the board, internal audit, management and the external auditor; and
• ensure the independence of the external auditor by:
o
reviewing the nature and scope of professional services outside of the external statutory audit role proposed to be provided by the
external auditor and approving or declining their use in light of the requirement for external auditor independence;
o
monitoring any approved services outside of the external statutory audit role provided by the external auditors to ensure that the
nature and scope of such professional services does not change in a manner that could be perceived as impacting on the external
auditor’s independence;
o
reviewing the nature and scope of professional audit services proposed to be provided by firms other than the external auditor and
approving or declining their use in light of the requirement for external auditor independence; and
o
reviewing and approving or declining any proposed employment by the Company or its subsidiaries of any former audit partner or
audit manager.
The Audit and Risk Committee receives an annual confirmation from the external auditor as to their independence from the Company.
The external auditor regularly meets with the Committee (including meetings without management present) and attends the Company’s
Annual Shareholders’ Meeting where the lead audit partner is available to answer questions from shareholders.
Internal audit
The Audit and Risk Committee is responsible for the integrity and effectiveness of the Company’s internal audit function. The Company
has an internal audit team that performs assurance and compliance reviews across the Company’s operations as part of an annual
programme of work agreed with the Audit and Risk Committee. While the internal audit function has historically focussed on loss-
prevention and fraud, it also carries out reviews of the wider control environment within the Company.
Restaurant Brands New Zealand LimitedAnnual Report 20189697
Directors
E K (Ted) van Arkel (Chairman)
Vicky Taylor
Stephen Copulos
Hamish Stevens
David Beguely
Registered office
Level 3
Building 7
Central Park
666 Great South Road
Penrose
Auckland 1051
New Zealand
Share registrar
New Zealand
Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Private Bag 92 119
Auckland 1142
New Zealand
T: 64 9 488 8700
E: enquiry@computershare.co.nz
Australia
Computershare Investor Services Limited
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3067
GPO Box 3329
Melbourne, VIC 3001
Australia
T: 1 800 501 366 (within Australia)
T: 61 3 9415 4083
F: 61 3 9473 2500
E: enquiry@computershare.co.nz
Auditors
PricewaterhouseCoopers
Solicitors
Bell Gully
Harmos Horton Lusk
Meredith Connell
Bankers
Westpac Banking Corporation
First Hawaiian Bank
MUFG Bank, Ltd
Contact details
Postal Address:
P O Box 22 749
Otahuhu
Auckland 1640
New Zealand
Telephone: 64 9 525 8700
Fax: 64 9 525 8711
Email: investor@rbd.co.nz
Annual meeting
21 June 2018
Close of register for final dividend
1 June 2018
Final dividend paid
22 June 2018
Financial year end
25 February 2019
Annual profit announcement
A pril 2019
Principle 8 – Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage
with the issuer.”
Shareholder communication
The board places importance on effective shareholder communication. Half year and annual reports are published each year and posted
on the Company’s website, together with quarterly sales releases, profiles of directors and key members of management, key governance
documents and copies of investor presentations. From time to time the board may communicate with shareholders outside this regular
reporting regime.
Shareholders are provided with the option of receiving communications from the Company electronically.
Consistent with best practice and of the Company’s continuous disclosure obligations under the NZX Main Board Listing Rules, external
communications that may contain market sensitive data are released through NZX and ASX in the first instance. Further communication
is encouraged with press releases through mainstream media. The board formally reviews its proceedings at the conclusion of each
meeting to determine whether there may be a requirement for a disclosure announcement.
Shareholder meetings
Shareholder attendance at annual meetings is encouraged and the board allows extensive shareholder debate on all matters affecting
the Company. The Company complies with its obligations under the Companies Act 1993 and the NZX Listing Rules in relation to
obtaining shareholder approval for major decisions/actions that may change the nature of the company shareholders have invested in.
Notice of the Company’s Annual Shareholders’ Meeting will be available at least 28 days prior to the date of the meeting.
The Company rotates the location of its Annual Shareholders’ Meeting between Auckland, Wellington and Christchurch as a reflection
of the Company’s diverse shareholder base. Shareholders not attending the Annual Shareholders’ Meeting are encouraged to appoint
proxies on their behalf. Results of proxy votes are summarised and disclosed at the meeting.
Voting at the Annual Shareholders’ Meeting is usually by a show of hands to encourage shareholders to participate fully in the discussions
at the meeting. If the voting in the meeting is inconsistent with the results of proxies the Chairman of the meeting will (and the
shareholders at the meeting can) request a poll on the basis of one share, one vote.
Statement of corporate governance (continued)
for the 52 week period ended 26 February 2018
Financial
calendar
Corporate
directory
www.restaurantbrands.co.nz
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